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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ___________________________________________________
FORM 10-Q
  ___________________________________________________
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2019

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 001-36495
 ___________________________________________________
IHS MARKIT LTD.
(Exact name of registrant as specified in its charter)  
 ___________________________________________________
Bermuda
001-36495
98-1166311
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification Number)

4th Floor, Ropemaker Place
25 Ropemaker Street
London, England
EC2Y 9LY
(Address of Principal Executive Offices)

+44 20 7260 2000
(Registrant’s telephone number, including area code)
 ___________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x   Yes     o   No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     x   Yes     o   No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
x
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o
Smaller reporting company
 
o
 
 
 
 
 
 
 
 
 
Emerging growth company
 
o

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     o   Yes     x   No
As of February 28, 2019 , there were 399,748,336 Common Shares outstanding (excluding 25,219,470 outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust).

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TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this report and use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: economic and financial conditions, including volatility in interest and exchange rates; our ability to develop new products and services; our ability to manage system failures or capacity constraints; our ability to manage fraudulent or unpermitted data access or other cyber-security or privacy breaches; our ability to successfully manage risks associated with changes in demand for our products and services; our ability to manage our relationships with third-party service providers; legislative, regulatory, and economic developments, including any new or proposed U.S. Treasury rule changes; the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors’ services; the anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion, and growth of our operations; our ability to retain and hire key personnel; our ability to satisfy our debt obligations and our other ongoing business obligations; and the occurrence of any catastrophic events, including acts of terrorism or outbreak of war or hostilities. These risks, as well as other risks which would cause actual results to be significantly different from those expressed or implied by these forward-looking statements, are more fully discussed under the caption “Risk Factors” in our Annual Report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as

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compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on our consolidated financial condition, results of operations, credit rating, or liquidity. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q is based only on information currently available to our management and speaks only as of the date of this report. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Website and Social Media Disclosure
 
We use our website (www.ihsmarkit.com) and corporate Twitter account (@IHSMarkit) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report on Form 10-Q or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

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PART I.   FINANCIAL INFORMATION
Item 1.
Financial Statements
IHS MARKIT LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except par value)
 
As of
 
As of
 
February 28, 2019
 
November 30, 2018
 
(Unaudited)
 
(Audited)
Assets

 

Current assets:

 

Cash and cash equivalents
$
133.2

 
$
120.0

Accounts receivable, net
980.4

 
792.9

Income tax receivable
15.2

 
20.8

Deferred subscription costs
88.1

 
77.3

Other current assets
109.3

 
88.4

Total current assets
1,326.2

 
1,099.4

Non-current assets:

 

Property and equipment, net
596.4

 
579.6

Intangible assets, net
4,443.0

 
4,484.8

Goodwill
9,916.5

 
9,836.0

Deferred income taxes
14.6

 
14.6

Other
86.7

 
47.9

Total non-current assets
15,057.2

 
14,962.9

Total assets
$
16,383.4

 
$
16,062.3

Liabilities and equity


 


Current liabilities:

 

Short-term debt
$
484.9

 
$
789.9

Accounts payable
56.4

 
63.8

Accrued compensation
96.6

 
214.1

Other accrued expenses
417.0

 
357.7

Income tax payable
6.0

 
8.0

Deferred revenue
1,026.3

 
886.8

Total current liabilities
2,087.2

 
2,320.3

Long-term debt, net
5,111.4

 
4,889.2

Accrued pension and postretirement liability
17.2

 
17.4

Deferred income taxes
701.0

 
699.9

Other liabilities
116.6

 
109.1

Commitments and contingencies

 

Redeemable noncontrolling interests
17.7

 
5.9

Shareholders' equity:

 

Common shares, $0.01 par value, 3,000.0 authorized, 475.7 and 472.9 issued, and 399.7 and 397.1 outstanding at February 28, 2019 and November 30, 2018, respectively
4.8

 
4.7

Additional paid-in capital
7,712.6

 
7,680.4

Treasury shares, at cost: 76.0 and 75.8 at February 28, 2019 and November 30, 2018, respectively
(2,126.8
)
 
(2,108.8
)
Retained earnings
2,906.4

 
2,743.1

Accumulated other comprehensive loss
(164.7
)
 
(298.9
)
Total shareholders' equity
8,332.3

 
8,020.5

Total liabilities and equity
$
16,383.4

 
$
16,062.3

See accompanying notes.

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IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except for per-share amounts)
 
 
Three months ended February 28,
 
2019
 
2018
Revenue
$
1,046.4

 
$
932.1

Operating expenses:
 
 
 
Cost of revenue
399.8

 
342.9

Selling, general and administrative
300.3

 
290.3

Depreciation and amortization
142.3

 
130.6

Restructuring charges
8.2

 
—

Acquisition-related costs
22.8

 
27.0

Other (income) expense, net
(2.0
)
 
1.4

Total operating expenses
871.4

 
792.2

Operating income
175.0

 
139.9

Interest income
0.4

 
0.7

Interest expense
(66.9
)
 
(46.3
)
Net periodic pension and postretirement expense
(0.3
)
 
(0.2
)
Non-operating expense, net
(66.8
)
 
(45.8
)
Income from continuing operations before income taxes and equity in loss of equity method investee
108.2

 
94.1

Benefit for income taxes
0.9

 
146.6

Equity in loss of equity method investee
(0.1
)
 
—

Net income
109.0

 
240.7

Net loss attributable to noncontrolling interest
0.7

 
0.6

Net income attributable to IHS Markit Ltd.
$
109.7

 
$
241.3

 
 
 
 
Basic earnings per share attributable to IHS Markit Ltd.
$
0.28

 
$
0.61

Weighted average shares used in computing basic earnings per share
398.0

 
398.0

 
 
 
 
Diluted earnings per share attributable to IHS Markit Ltd.
$
0.27

 
$
0.59

Weighted average shares used in computing diluted earnings per share
408.0

 
412.1


See accompanying notes.


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IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In millions)

 
 
Three months ended February 28,
 
 
2019
 
2018
Net income
 
$
109.0

 
$
240.7

Other comprehensive income (loss), net of tax:
 
 
 
 
Net hedging activities  (1)
 
(1.5
)
 
4.8

Foreign currency translation adjustment
 
135.7

 
56.4

Total other comprehensive income
 
134.2

 
61.2

Comprehensive income
 
$
243.2

 
$
301.9

Comprehensive loss attributable to noncontrolling interest
 
0.7

 
0.6

Comprehensive income attributable to IHS Markit Ltd.
 
$
243.9

 
$
302.5

(1) Net of tax benefit (expense) of $0.4 million and $(1.2) million for the three months ended February 28, 2019 and 2018, respectively.


See accompanying notes.

6


IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
 
 
Three months ended February 28,
 
2019
 
2018
Operating activities:

 

Net income
$
109.0

 
$
240.7

Reconciliation of net income to net cash provided by operating activities:

 

Depreciation and amortization
142.3

 
130.6

Stock-based compensation expense
59.7

 
61.9

Net periodic pension and postretirement expense
0.3

 
0.2

Pension and postretirement contributions
(0.5
)
 
(0.5
)
Deferred income taxes
(23.4
)
 
(187.9
)
Change in assets and liabilities:
 
 
 
Accounts receivable, net
(155.7
)
 
(110.6
)
Other current assets
(51.5
)
 
(20.7
)
Accounts payable
4.0

 
(1.1
)
Accrued expenses
(78.6
)
 
(67.2
)
Income tax
3.3

 
29.3

Deferred revenue
162.9

 
125.3

Other liabilities
16.2

 
2.9

Net cash provided by operating activities
188.0

 
202.9

Investing activities:

 

Capital expenditures on property and equipment
(63.2
)
 
(55.2
)
Intangible assets acquired
—

 
(3.1
)
Payments to acquire cost-method investments
(5.1
)
 
—

Change in other assets
(1.9
)
 
0.1

Settlements of forward contracts
1.4

 
3.1

Net cash used in investing activities
(68.8
)
 
(55.1
)
Financing activities:

 

Proceeds from borrowings
307.0

 
745.0

Repayment of borrowings
(392.9
)
 
(657.0
)
Payment of debt issuance costs
—

 
(7.0
)
Payments for purchase of noncontrolling interests
—

 
(7.7
)
Proceeds from noncontrolling interests
12.5

 
—

Contingent consideration payments
(2.2
)
 
—

Proceeds from the exercise of employee stock options
25.7

 
56.9

Payments related to tax withholding for stock-based compensation
(62.0
)
 
(76.6
)
Repurchases of common shares
—

 
(172.5
)
Net cash used in financing activities
(111.9
)
 
(118.9
)
Foreign exchange impact on cash balance
5.9

 
(6.7
)
Net increase in cash and cash equivalents
13.2

 
22.2

Cash and cash equivalents at the beginning of the period
120.0

 
133.8

Cash and cash equivalents at the end of the period
$
133.2

 
$
156.0


See accompanying notes.

7

IHS MARKIT LTD.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In millions)

 
Common Shares
 
Additional
Paid-In
Capital
 
 
 
 
 
Accumulated Other
Comprehensive
Loss
 
Total Shareholders’ Equity
 
 
Redeemable Noncontrolling Interests
 
Shares Outstanding
 
Amount
 
 
Treasury
Shares
 
Retained
Earnings
 
 
 
 
Balance at November 30, 2017 (Audited)
399.2

 
$
4.7

 
$
7,612.1

 
$
(1,745.0
)
 
$
2,217.6

 
$
(85.0
)
 
$
8,004.4

 
 
$
19.1

Repurchases of common shares
(3.9
)
 
—

 
—

 
(172.5
)
 
—

 
—

 
(172.5
)
 
 
—

Share-based award activity
2.1

 
—

 
(56.8
)
 
28.2

 
—

 
—

 
(28.6
)
 
 
—

Option exercises
2.4

 
—

 
56.5

 
—

 
—

 
—

 
56.5

 
 
—

Net income (loss)
—

 
—

 
—

 
—

 
241.3

 
—

 
241.3

 
 
(0.6
)
Impact of the Tax Cuts and Jobs Act of 2017
—

 
—

 
—

 
—

 
5.9

 
(5.9
)
 
—

 
 
—

Purchase of noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
(10.1
)
Other comprehensive income
—

 
—

 
—

 
—

 
—

 
61.2

 
61.2

 
 
—

Balance at February 28, 2018
399.8

 
$
4.7

 
$
7,611.8

 
$
(1,889.3
)
 
$
2,464.8

 
$
(29.7
)
 
$
8,162.3

 
 
$
8.4


 
Common Shares
 
Additional
Paid-In
Capital
 
 
 
 
 
Accumulated Other
Comprehensive
Loss
 
Total Shareholders’ Equity
 
 
Redeemable Noncontrolling Interests
 
Shares Outstanding
 
Amount
 
 
Treasury
Shares
 
Retained
Earnings
 
 
 
 
Balance at November 30, 2018 (Audited)
397.1

 
4.7

 
7,680.4

 
(2,108.8
)
 
2,743.1

 
(298.9
)
 
$
8,020.5

 
 
$
5.9

Adjustment to opening retained earnings related to adoption of ASC Topic 606
—

 
—

 
—

 
—

 
56.0

 
—

 
56.0

 
 
—

Repurchases of common shares
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
—

Share-based award activity
1.7

 
0.1

 
8.5

 
(18.0
)
 
(2.4
)
 
—

 
(11.8
)
 
 
—

Option exercises
0.9

 
—

 
23.7

 
—

 
—

 
—

 
23.7

 
 
—

Net income (loss)
—

 
—

 
—

 
—

 
109.7

 
—

 
109.7

 
 
(0.7
)
Issuance of noncontrolling interests
—

 
—

 
—

 
—

 
—

 
—

 
—

 
 
12.5

Other comprehensive income
—

 
—

 
—

 
—

 
—

 
134.2

 
134.2

 
 
—

Balance at February 28, 2019
399.7

 
4.8

 
7,712.6

 
(2,126.8
)
 
2,906.4

 
(164.7
)
 
$
8,332.3

 
 
$
17.7


See accompanying notes.


8

IHS MARKIT LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of IHS Markit have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended November 30, 2018 . In our opinion, these condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.

Our business has seasonal aspects. Our first quarter generally has our lowest quarterly levels of revenue and profit. We also experience event-driven seasonality in our business; for instance, CERAWeek, an annual energy conference, is typically held in the second quarter of each year. Another example is the biennial release of the Boiler Pressure Vessel Code (“BPVC”) engineering standard, which generates revenue for us predominantly in the third quarter of every other year. The most recent BPVC release was in the third quarter of 2017.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In March, April, and May 2016, the FASB issued ASU 2016-08, ASU 2016-10, and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. These standards have all been codified in the FASB’s Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.”

On December 1, 2018, we adopted ASC Topic 606 using the modified retrospective transition method applied to our customer revenue contracts as of the adoption date. Revenue results for periods beginning after December 1, 2018 are presented in accordance with ASC Topic 606, while prior year amounts continue to be reported in accordance with ASC Topic 605, “Revenue Recognition.”

The following table shows the cumulative effect of the changes made to the December 1, 2018 consolidated balance sheet for the adoption of ASC Topic 606 related to contracts that were in effect at the time of adoption (in millions):
 
November 30, 2018
 
Adjustments due to adoption of ASC Topic 606
 
December 1, 2018
Accounts receivable, net
$
792.9

 
$
29.8

 
$
822.7

Other current assets
88.4

 
4.2

 
92.6

Other non-current assets
47.9

 
9.5

 
57.4

Deferred revenue
886.8

 
(28.8
)
 
858.0

Deferred income taxes
699.9

 
16.3

 
716.2

Retained earnings
2,743.1

 
56.0

 
2,799.1


The net cumulative effect adjustment to retained earnings was primarily related to 1) the change in accounting for the license rights associated with certain term-based software license arrangements, which were historically recognized over the term of the contract, but are now recognized at contract inception based on estimated stand-alone selling price, and 2) the change in accounting for commission costs incurred to obtain a portion of our contracts, which costs were historically expensed as incurred, but are now deferred at contract inception and recognized over the expected customer life.

For the first quarter of 2019, the adoption of ASC Topic 606 did not result in a material difference between what we reported under ASC Topic 606 and what we would have reported under ASC Topic 605.


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We disaggregate our revenue by segment (as described in Note 11) and by transaction type according to the following categories:

•
Recurring fixed revenue represents revenue generated from contracts specifying a relatively fixed fee for services delivered over the life of the contract. The fixed fee is typically paid annually or more periodically in advance. These contracts typically consist of subscriptions to our various information offerings and software maintenance, which provide continuous access to our platforms and associated data over the contract term. The revenue is usually recognized ratably over the contract term or for term-based software license arrangements, annually on renewal. The initial term of these contracts is typically annual (with some longer-term arrangements) and non-cancellable for the term of the subscription and may contain provisions for minimum monthly payments.

•
Recurring variable revenue represents revenue from contracts that specify a fee for services, which is typically not fixed. The variable fee is usually paid monthly in arrears. Recurring variable revenue is based on, among other factors, the number of trades processed, assets under management, or the number of positions we value, and revenue is recognized based on the specific factor used (e.g., for usage-based contracts, we recognize revenue in line with usage in the period). Many of these contracts do not have a maturity date, while the remainder have an initial term ranging from one to five years. Recurring variable revenue was derived entirely from the Financial Services segment for all periods presented.

•
Non-recurring revenue represents consulting (e.g., research and analysis, modeling, and forecasting), services, single-document product sales, perpetual license sales and associated services, conferences and events, and advertising. Revenue for services and other non-recurring revenue is recognized upon completion of the associated performance obligation.

The following table presents our revenue by transaction type (in millions):
 
Three months ended February 28,
 
2019
 
2018
Recurring fixed revenue
$
767.2

 
$
683.3

Recurring variable revenue
136.0

 
117.1

Non-recurring revenue
143.2

 
131.7

Total revenue
$
1,046.4

 
$
932.1


Our customer contracts may include multiple performance obligations; for example, we typically sell software licenses with maintenance and other associated services. For these transactions, we recognize revenue based on the relative fair value to the customer of each performance obligation as each performance obligation is completed.

We record a receivable when a customer is billed or when revenue is recognized prior to billing a customer. Contract assets include unbilled amounts for multi-year customer contracts where payment is not yet due and where services have been provided up front but have not yet been billed. Contract assets were approximately $28.3 million as of February 28, 2019 and $29.8 million as of December 1, 2018, and are recorded in accounts receivable, net, in the consolidated balance sheets. Contract liabilities primarily include our obligations to transfer goods or services for which we have received consideration (or an amount of consideration is due) from the customer. As of February 28, 2019 and December 1, 2018, we had contract liabilities of  $1,026.3 million and $858.0 million , respectively, which are recorded as deferred revenue in the consolidated balance sheets. The increase in contract liabilities from December 1, 2018 to February 28, 2019 was primarily due to billings of  $984.2 million that were paid in advance or due from customers, partially offset by  $815.9 million of revenue recognized for the three months ended February 28, 2019.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to exceed one year. Certain sales commission programs are designed to promote the sale of products and services to new customers, and we therefore defer the incremental costs related to these programs over the expected customer life related to those products underlying the contracts. We record these expenses as selling, general and administrative expense within the consolidated statements of operations.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, which requires that lease assets and lease liabilities be recognized on the balance sheet, and that key information about leasing arrangements be disclosed. In July 2018, the FASB issued ASU

10

2018-11, which provides targeted improvements to ASU 2016-02 by providing an additional optional transition method and a lessor practical expedient for lease and nonlease components. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements, but believe that the most significant impact of adoption will be the recognition of right-of-use assets and lease liabilities associated with our operating leases.

In August 2016, the FASB issued ASU 2016-15, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU is applied using a retrospective transition method to each period presented. We adopted the standard in the first quarter of 2019, and there was no material impact of adoption on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted the standard in the first quarter of 2019, and there was no material impact of adoption on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, which removes Step 2 from the goodwill impairment test. The standard will be effective for us in the first quarter of our fiscal 2021, although early adoption is permitted. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, which requires that the service cost component of pension expense be included in the same line item as other compensation costs arising from services rendered by employees, with the other components of pension expense being classified outside of a subtotal of income from operations. We adopted the standard in the first quarter of 2019, and the only impact on adoption was the reclassification of our net periodic pension and postretirement expense to non-operating expense. Because all of our pension plans are frozen, there is no service cost component of expense that remained in operating expense.

In May 2017, the FASB issued ASU 2017-09, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted the standard in the first quarter of 2019, and there was no material impact of adoption on our consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). We early adopted this standard in the first quarter of 2019, and there was no material impact of adoption on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, which addresses the accounting for implementation costs associated with a hosted service. The standard provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The standard will be effective for us in the first quarter of our fiscal 2021, although early adoption is permitted. The amendments will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We do not expect that the adoption of this ASU will have a significant impact on our consolidated financial statements.

2.
Intangible Assets

The following table presents details of our intangible assets, other than goodwill, as of February 28, 2019 and November 30, 2018 (in millions):  

11

 
As of February 28, 2019
 
As of November 30, 2018
 
Gross
 
Accumulated
Amortization
 
Net
 
Gross
 
Accumulated
Amortization
 
Net
Intangible assets subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
Information databases
$
673.5

 
$
(346.5
)
 
$
327.0

 
$
671.0

 
$
(329.6
)
 
$
341.4

Customer relationships
3,504.3

 
(523.2
)
 
2,981.1

 
3,458.8

 
(473.3
)
 
2,985.5

Developed technology
942.2

 
(154.0
)
 
788.2

 
928.8

 
(133.1
)
 
795.7

Developed computer software
85.2

 
(65.4
)
 
19.8

 
85.0

 
(63.0
)
 
22.0

Trademarks
495.2

 
(168.3
)
 
326.9

 
493.8

 
(153.6
)
 
340.2

Other
1.1

 
(1.1
)
 
—

 
1.1

 
(1.1
)
 
—

Total intangible assets
$
5,701.5

 
$
(1,258.5
)
 
$
4,443.0

 
$
5,638.5

 
$
(1,153.7
)
 
$
4,484.8


Intangible assets amortization expense was $95.7 million for the three months ended February 28, 2019 , compared to $89.0 million for the three months ended February 28, 2018 . The following table presents the estimated future amortization expense related to intangible assets held as of February 28, 2019 (in millions):
Year
 
Amount
Remainder of 2019
 
$
282.6

2020
 
$
371.7

2021
 
$
365.9

2022
 
$
347.2

2023
 
$
336.5

Thereafter
 
$
2,739.1

Goodwill, gross intangible assets, and net intangible assets are all subject to foreign currency translation effects. The change in net intangible assets from November 30, 2018 to February 28, 2019 was due to current year amortization.

3.
Debt

The following table summarizes total indebtedness, including unamortized premiums, as of February 28, 2019 and November 30, 2018 (in millions):
 
 
February 28, 2019
 
November 30, 2018
2018 revolving facility
 
$
1,303.0

 
$
1,108.0

2018 term loan:
 
 
 
 
Tranche A-1
 
557.6

 
574.0

Tranche A-2
 
467.5

 
481.3

364-day credit agreement
 
—

 
250.0

5.00% senior notes due 2022
 
750.0

 
750.0

4.125% senior notes due 2023
 
498.7

 
498.6

4.75% senior notes due 2025
 
813.4

 
813.8

4.00% senior notes due 2026
 
500.0

 
500.0

4.75% senior notes due 2028
 
747.4

 
747.3

Debt issuance costs
 
(48.3
)
 
(51.2
)
Capital leases
 
7.0

 
7.3

Total debt
 
$
5,596.3

 
$
5,679.1

Current portion
 
(484.9
)
 
(789.9
)
Total long-term debt
 
$
5,111.4

 
$
4,889.2



12

2018 revolving facility. On June 25, 2018, we entered into a $2.0 billion senior unsecured revolving credit agreement (“2018 revolving facility”). Borrowings under the 2018 revolving facility mature in June 2023. The interest rates for borrowings under the 2018 revolving facility are the applicable LIBOR plus a spread of 1.00 percent to 1.75 percent , depending upon our credit rating. A commitment fee on any unused balance is payable periodically and ranges from 0.125 percent to 0.30 percent based upon our credit rating. The obligations under the 2018 revolving facility are not guaranteed by any of our subsidiaries. We had approximately $1.5 million of outstanding letters of credit under the 2018 revolving facility as of February 28, 2019 , which reduced the available borrowing under the facility by an equivalent amount.

2018 term loan. Coincident with entering into the 2018 revolving facility, we entered into a senior unsecured amortizing term loan agreement (“2018 term loan”). The 2018 term loan has a final maturity date of July 2021. The obligations under the 2018 term loan are not guaranteed by any of our subsidiaries. The interest rates for borrowings under the 2018 term loan are the same as those under the 2018 revolving facility.

Subject to certain conditions, the 2018 revolving facility may be expanded by up to an aggregate of $1.0 billion in additional commitments. The 2018 revolving facility and the 2018 term loan have certain financial and other covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, which is defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as such terms are defined in the agreements.

364-Day Credit Agreement. On June 25, 2018, we entered into a 364-day Credit Agreement (the “364-Day Credit Agreement”) for a term loan credit facility in an aggregate principal amount of $1.855 billion , which became available to be borrowed upon the satisfaction of certain conditions precedent, including the concurrent completion of our acquisition of Ipreo. On August 2, 2018, concurrent with the completion of our acquisition of Ipreo, we borrowed $250.0 million under the 364-Day Credit Agreement. The unutilized balance of the commitment terminated upon completion of the acquisition. The interest rates for borrowings under the 364-Day Credit Agreement were the applicable LIBOR plus a spread of 1.00 percent to 1.75 percent , depending upon our credit rating. The spread over LIBOR was subject to a 0.25 percent step-up on the 180th day following the closing date of the agreement and a 0.50 percent step-up on the 270th day following the closing date. The obligations under the 364-Day Credit Agreement were not guaranteed by any of our subsidiaries. The 364-Day Credit Agreement had certain financial and other covenants that were consistent with the covenants contained in the 2018 revolving facility and the 2018 term loan, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio, which was defined as the ratio of Consolidated EBITDA to Consolidated Interest Expense, as such terms were defined in the 364-Day Credit Agreement. On January 7, 2019, we repaid the 364-Day Credit Agreement using cash on hand and borrowings under the revolving credit facility.

As of February 28, 2019 , we had approximately $1.303 billion of outstanding borrowings under the 2018 revolving facility at a current annual interest rate of 3.87 percent and approximately $1.025 billion of outstanding borrowings under the 2018 term loans at a current weighted average annual interest rate of 4.01 percent , including the effect of the interest rate swaps described in Note 4.

5.00% senior notes due 2022 (“5% Notes due 2022”). In October 2014, IHS Inc. issued $750 million aggregate principal amount of senior unsecured notes due 2022 in an offering not subject to the registration requirements of the Securities Act of 1933, as amended (the Securities Act). In August 2015, we completed a registered exchange offer for the 5% Notes due 2022. In July 2016, in connection with the merger between IHS and Markit, we completed an exchange offer for $742.8 million of the outstanding 5% Notes due 2022 for an equal principal amount of new 5% senior unsecured notes issued by IHS Markit with the same maturity. Approximately $7.2 million of the 5% Notes due 2022 did not participate in the exchange offer. The new 5% Notes due 2022 are not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction. The new 5% Notes due 2022 have been admitted to the official list of The International Stock Exchange in the Channel Islands.

The 5% Notes due 2022 bear interest at a fixed rate of 5.00 percent and mature on November 1, 2022. Interest on the 5% Notes due 2022 is due semiannually on May 1 and November 1 of each year. We may redeem the 5% Notes due 2022 in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 5% Notes due 2022. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. In connection with the entry into the 2018 revolving facility and 2018 term loan, each guarantor of the 5% Notes due 2022 was released from its guarantees pursuant to the terms of the indenture under which such notes were issued. The fair value of the 5% Notes due 2022 as of February 28, 2019 was approximately $775.8 million .

13


4.125% senior notes due 2023 (“4.125% Notes due 2023”) . In July 2018, we issued $500 million aggregate principal amount of senior unsecured notes due 2023 in a registered offering under the Securities Act. The 4.125% Notes due 2023 have been admitted for trading to the official list of The International Stock Exchange in the Channel Islands. The 4.125% Notes due 2023 bear interest at a fixed rate of 4.125 percent and mature on August 1, 2023. Interest on the 4.125% Notes due 2023 is due semiannually on February 1 and August 1 of each year. The notes were issued at a discount which represented a price to the public of 99.707% of the principal amount. We may redeem the 4.125% Notes due 2023 in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the applicable premium, as defined in the indenture governing the 4.125% Notes due 2023. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a change of control triggering event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. The fair value of the 4.125% Notes due 2023 as of February 28, 2019 was approximately $504.1 million .

4.75% senior notes due 2025 (“4.75% Notes due 2025”). In February 2017, we issued $500 million aggregate principal amount of senior unsecured notes due 2025 in an offering not subject to the registration requirements of the Securities Act. In July 2017, we issued an additional $300 million aggregate principal amount of the 4.75% Notes due 2025 at a $16.5 million premium, resulting in an effective interest rate of 3.88 percent . The 4.75% Notes due 2025 have been admitted for trading to the official list of The International Stock Exchange in the Channel Islands. The 4.75% Notes due 2025 bear interest at a fixed rate of 4.75 percent and mature on February 15, 2025. Interest on the 4.75% Notes due 2025 is due semiannually on February 15 and August 15 of each year. We may redeem the 4.75% Notes due 2025 in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the Applicable Premium, as defined in the indenture governing the 4.75% Notes due 2025. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a Change of Control Triggering Event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. In connection with the entry into the 2018 revolving facility and 2018 term loan, each guarantor of the 4.75% Notes due 2025 was released from its guarantees pursuant to the terms of the indenture under which such notes were issued. The fair value of the 4.75% Notes due 2025 as of February 28, 2019 was approximately $818.6 million .

4.00% senior notes due 2026 (“4% Notes due 2026”). In December 2017, we issued $500 million aggregate principal amount of senior unsecured notes due 2026 in an offering not subject to the registration requirements of the Securities Act. The 4% Notes due 2026 have been admitted for trading to the official list of The International Stock Exchange in the Channel Islands. The 4% Notes due 2026 bear interest at a fixed rate of 4.00 percent and mature on March 1, 2026. Interest on the 4% Notes due 2026 is due semiannually on March 1 and September 1 of each year. We may redeem the 4% Notes due 2026 in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the applicable premium, as defined in the indenture governing the 4% Notes due 2026. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a change of control triggering event as defined in the indenture, at a price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. In connection with the entry into the 2018 revolving facility and 2018 term loan, each guarantor of the 4% Notes due 2026 was released from its guarantees pursuant to the terms of the indenture under which such notes were issued. The fair value of the 4% Notes due 2026 as of February 28, 2019 was approximately $486.9 million .

4.75% senior notes due 2028 (“4.75% Notes due 2028”) . In July 2018, we issued $750 million aggregate principal amount of senior unsecured notes due 2028 in a registered offering under the Securities Act. The 4.75% Notes due 2028 have been admitted for trading to the official list of The International Stock Exchange in the Channel Islands. The 4.75% Notes due 2028 bear interest at a fixed rate of 4.75 percent and mature on August 1, 2028. Interest on the 4.75% Notes due 2028 is due semiannually on February 1 and August 1 of each year. The 4.75% Notes due 2028 were issued at a discount, which represented a price to the public of 99.628% of the principal amount. We may redeem the 4.75% Notes due 2028 in whole or in part at a redemption price equal to 100 percent of the principal amount of the notes plus the applicable premium, as defined in the indenture governing the 4.75% Notes due 2028. Additionally, at the option of the holders of the notes, we may be required to purchase all or a portion of the notes upon occurrence of a change of control triggering event as defined in the indenture, at a

14

price equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The indenture contains covenants that limit our ability to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the indenture contains a covenant that limits our ability to consolidate or merge with another entity or to sell all or substantially all of our assets to another entity. The indenture contains customary default provisions. The fair value of the 4.75% Notes due 2028 as of February 28, 2019 was approximately $760.0 million .

As of February 28, 2019 , we were in compliance with all of our debt covenants. We have classified short-term debt based on scheduled loan payments and intended repayments on our revolving facility based on expected cash availability over the next 12 months.

The carrying values of our variable rate debt instruments approximate their fair value because of the variable interest rates associated with those instruments. The fair values of the senior notes were measured using observable inputs in markets that are not active; consequently, we have classified those notes within Level 2 of the fair value hierarchy.

4.
Derivatives

Our business is exposed to various market risks, including interest rate and foreign currency risks. We utilize derivative instruments to help us manage these risks. We do not hold or issue derivatives for speculative purposes.

Interest Rate Swaps

To mitigate interest rate exposure on our outstanding revolving facility debt, we utilize interest rate derivative contracts that effectively swap $400 million of floating rate debt at a 2.86 percent weighted-average fixed interest rate, plus the applicable spread on our floating rate debt. We entered into these swap contracts in November 2013 and January 2014, and the contracts expire between May and November 2020.

Because the terms of these swaps and the variable rate debt (as amended or extended over time) coincide, we do not expect any ineffectiveness. We have designated and accounted for these instruments as cash flow hedges, with changes in fair value being deferred in AOCI in our consolidated balance sheets.

Foreign Currency Forwards

To mitigate foreign currency exposure, we utilize short-term foreign currency forward contracts that manage market risks associated with fluctuations in balances that are denominated in currencies other than the local functional currency. We account for these forward contracts at fair value and recognize the associated realized and unrealized gains and losses in other expense, net, since we have not designated these contracts as hedges for accounting purposes. The notional amount of these outstanding foreign currency forward contracts was $435.0 million and $500.1 million as of February 28, 2019 and November 30, 2018 , respectively.

Fair Value of Derivatives

Since our derivative instruments are not listed on an exchange, we have evaluated fair value by reference to similar transactions in active markets; consequently, we have classified all of our derivative instruments within Level 2 of the fair value measurement hierarchy. As of February 28, 2019 and November 30, 2018 , we had assets of  $10.4 million  and  $0.2 million , respectively, which were classified within other current assets, and we had liabilities of  $1.7 million  and  $1.6 million , respectively, which were classified within other accrued expenses and other liabilities.
 
5.
Acquisition-related Costs

During the three months ended February 28, 2019 , we incurred approximately $22.8 million in costs associated with acquisitions and divestitures, of which $15.3 million was performance compensation expense related to the automotiveMastermind (“aM”) acquisition described below, and the remainder was associated with employee severance charges and retention costs, contract termination costs for facility consolidations, and legal and professional fees. Approximately $2.4 million of the total charge was allocated to shared services, with $15.3 million of the charge recorded in the Transportation segment, $4.6 million in the Financial Services segment, and the remainder in the Resources and CMS segments.

In September 2017, we acquired aM, a leading provider of predictive analytics and marketing automation software for the automotive industry. We purchased approximately 78 percent of aM at that time. In exchange for the remaining 22 percent of

15

aM, we issued equity interests in aM’s immediate parent holding company to aM’s founders and certain employees. We will pay cash to acquire these interests over the next five years based on put/call provisions that tie the valuation to underlying adjusted EBITDA performance of aM. Since the purchase of the remaining 22 percent of the business requires continued service of the founders and employees, we are accounting for the arrangement as compensation expense that will be remeasured based on changes in the fair value of the equity interests; we have classified this expense as acquisition-related costs within the consolidated statements of operations and we have classified the associated accrued liability as other accrued expenses and other liabilities within the consolidated balance sheets. We currently estimate a compensation expense range of approximately $150 million to $175 million , to be recognized over a weighted-average recognition period of approximately 3.5 years.

The following table provides a reconciliation of the acquisition-related costs accrued liability, recorded in other accrued expenses and other liabilities, as of February 28, 2019 (in millions):
 
Employee
Severance and
Other
Termination
Benefits
 
Contract
Termination
Costs
 
Other
 
Total
Balance at November 30, 2018
$
2.5

 
$
16.8

 
$
68.7

 
$
88.0

Add: Costs incurred
2.8

 
0.1

 
20.4

 
23.3

Revision to prior estimates
—

 
(0.1
)
 
(0.4
)
 
(0.5
)
Less: Amount paid
(1.9
)
 
(1.8
)
 
(7.4
)
 
(11.1
)
Balance at February 28, 2019
$
3.4

 
$
15.0

 
$
81.3

 
$
99.7


As of February 28, 2019 , the $99.7 million remaining liability was primarily in the Transportation segment, with the remainder in the Financial Services segment and in shared services. Approximately $79.4 million of the remaining liability is associated with the aM acquisition-related performance compensation liability. We expect that the significant majority of the remaining liability will be paid within the next 12 months.

6.
Stock-based Compensation

Stock-based compensation expense for the three months ended February 28, 2019 and February 28, 2018 was as follows (in millions):
 
Three months ended February 28,
 
2019
 
2018
Cost of revenue
$
17.3

 
$
18.0

Selling, general and administrative
42.4

 
43.9

Total stock-based compensation expense
$
59.7

 
$
61.9

No stock-based compensation cost was capitalized during the three months ended February 28, 2019 and February 28, 2018 .
As of February 28, 2019 , there was $321.2 million of unrecognized stock-based compensation cost, adjusted for estimated forfeitures, related to unvested stock-based awards that will be recognized over a weighted-average period of approximately 2.1 years. Total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures and expected performance achievement.
Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs). The following table summarizes RSU/RSA activity, including awards with performance and market conditions, during the three months ended February 28, 2019 :

16

 
Shares
 
Weighted-
Average Grant
Date Fair Value
 
(in millions)
 
 
Balance at November 30, 2018
8.8

 
$
41.77

Granted
3.0

 
$
52.68

Vested
(3.3
)
 
$
38.75

Forfeited
(0.2
)
 
$
46.15

Balance at February 28, 2019
8.3

 
$
46.81

The total fair value of RSUs and RSAs that vested during the three months ended February 28, 2019 was $169.2 million .
Stock Options. The following table summarizes stock option award activity during the three months ended February 28, 2019 , as well as stock options that are vested and expected to vest and stock options exercisable as of February 28, 2019 :
 
Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term
 
Aggregate Intrinsic Value
 
(in millions)
 
 
 
(in years)
 
(in millions)
Balance at November 30, 2018
15.7

 
$
26.61

 
 
 
 
Exercised
(0.9
)
 
$
25.90

 
 
 
 
Forfeited
—

 
$
—

 
 
 
 
Balance at February 28, 2019
14.8

 
$
26.66

 
1.6
 
391.2

Vested and expected to vest at February 28, 2019
14.7

 
$
26.66

 
1.6
 
390.0

Exercisable at February 28, 2019
9.4

 
$
26.51

 
1.6
 
249.5

 
The aggregate intrinsic value amounts in the table above represent the difference between the closing price of our common shares on February 28, 2019 and the exercise price, multiplied by the number of in-the-money stock options as of that date. This represents the value that would have been received by stock option holders if they had all exercised their stock options on February 28, 2019 . In future periods, this amount will change depending on fluctuations in our share price. The total intrinsic value of stock options exercised during the three months ended February 28, 2019 was approximately $23.5 million .

7.
Income Taxes

Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.

Our effective tax rate for the three months ended February 28, 2019 was negative 1 percent compared to negative 156 percent for the three months ended February 28, 2018 . The negative 2019 tax rate is primarily due to tax benefits associated with excess tax benefits on stock-based compensation of approximately $12 million and change in partnership basis related to intangible assets of approximately $7 million . The negative 2018 tax rate is primarily due to tax benefits associated with U.S. tax reform of approximately $136 million and excess tax benefits on stock-based compensation of approximately $24 million .

8.
Commitments and Contingencies

From time to time, in the ordinary course of our business, we are involved in various legal, regulatory or administrative proceedings, lawsuits, government investigations, and other claims, including employment, commercial, intellectual property, and environmental, safety, and health matters. In addition, we may receive routine requests for information from governmental agencies in connection with their regulatory or investigatory authority. We review such proceedings, lawsuits, investigations, claims, and requests for information and take appropriate action as necessary. At the present time, we can give no assurance as to the outcome of any such pending proceedings, lawsuits, investigations, claims, or requests for information and we are unable to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to these matters or the effect they may have on us. However, we do not expect the outcome of such proceedings, lawsuits, claims, or requests for information to have a material adverse effect on our results of operations or financial condition. We have defended and will continue to vigorously defend ourselves in all matters.


17

9.
Common Shares and Earnings per Share
Weighted-average shares outstanding for the three months ended February 28, 2019 and February 28, 2018 were calculated as follows (in millions):
 
Three months ended February 28,
 
2019
 
2018
Weighted-average shares outstanding:
 
 
 
Shares used in basic EPS calculation
398.0

 
398.0

Effect of dilutive securities:
 
 
 
RSUs/RSAs
3.0

 
4.5

Stock options
7.0

 
9.6

Shares used in diluted EPS calculation
408.0

 
412.1


Share Repurchase Programs

Our Board of Directors has authorized a share repurchase program of up to $3.25 billion of IHS Markit common shares through November 30, 2019, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management’s discretion. This repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under this program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated share repurchase (ASR) agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of February 28, 2019 , we had $1.007 billion remaining available to repurchase under the program.

In August 2016, our Board of Directors separately and additionally authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable.

Employee Benefit Trust (EBT) Shares

We have approximately 25.2 million outstanding common shares that are held by the Markit Group Holdings Limited Employee Benefit Trust. The trust is under our control using the variable interest entity model criteria; consequently, we have consolidated and classified the trust shares as treasury shares within our consolidated balance sheets.


18

10.
Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2018 (in millions):
 
 
Foreign currency translation
 
Net pension and OPEB liability
 
Unrealized losses on hedging activities
 
Total
Balance at November 30, 2017
 
$
(68.1
)
 
$
(13.0
)
 
$
(3.9
)
 
$
(85.0
)
Other comprehensive income (loss) before reclassifications
 
56.4

 
—

 
3.6

 
60.0

Reclassifications from AOCI to income
 
—

 
—

 
1.2

 
1.2

Reclassifications from AOCI to retained earnings
 
—

 
(1.7
)
 
(4.2
)
 
(5.9
)
Balance at February 28, 2018
 
$
(11.7
)
 
$
(14.7
)
 
$
(3.3
)
 
$
(29.7
)

The following table summarizes the changes in AOCI by component (net of tax) for the three months ended February 28, 2019 (in millions):
 
 
Foreign currency translation
 
Net pension and OPEB liability
 
Unrealized losses on hedging activities
 
Total
Balance at November 30, 2018
 
$
(288.5
)
 
$
(9.9
)
 
$
(0.5
)
 
$
(298.9
)
Other comprehensive income (loss) before reclassifications
 
135.7

 
—

 
(1.7
)
 
134.0

Reclassifications from AOCI to income
 
—

 
—

 
0.2

 
0.2

Balance at February 28, 2019
 
$
(152.8
)
 
$
(9.9
)
 
$
(2.0
)
 
$
(164.7
)

11.
Segment Information

We prepare our financial reports and analyze our business results within our four operating segments: Resources, Transportation, CMS, and Financial Services. We evaluate revenue performance at the segment level and by transaction type. No single customer accounted for 10 percent or more of our total revenue for the three months ended February 28, 2019 and February 28, 2018 . There are no material inter-segment revenues for any period presented. Our shared services function includes corporate transactions that are not allocated to the reportable segments, including net periodic pension and postretirement expense, as well as certain corporate functions such as investor relations, procurement, corporate development, and portions of finance, legal, and marketing.

We evaluate segment operating performance at the Adjusted EBITDA level for each of our four segments. We define Adjusted EBITDA as net income before net interest, provision for income taxes, depreciation and amortization, stock-based compensation expense, restructuring charges, acquisition-related costs and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and settlement expense, the impact of joint ventures and noncontrolling interests, and discontinued operations. Information about the operations of our four segments is set forth below (in millions).

19


 
Three months ended February 28,
 
2019
 
2018
Revenue
 
 
 
Resources
$
216.8

 
$
205.3

Transportation
288.1

 
269.6

CMS
132.3

 
137.6

Financial Services
409.2

 
319.6

Total revenue
$
1,046.4

 
$
932.1

 
 
 
 
Adjusted EBITDA
 
 
 
Resources
$
93.2

 
$
84.9

Transportation
114.3

 
109.7

CMS
29.4

 
31.8

Financial Services
183.2

 
145.4

Shared services
(12.0
)
 
(12.5
)
Total Adjusted EBITDA
$
408.1

 
$
359.3

 
 
 
 
Reconciliation to the consolidated statements of operations:
 
 
 
Interest income
0.4

 
0.7

Interest expense
(66.9
)
 
(46.3
)
Benefit for income taxes
0.9

 
146.6

Depreciation
(46.6
)
 
(41.6
)
Amortization related to acquired intangible assets
(95.7
)
 
(89.0
)
Stock-based compensation expense
(59.7
)
 
(61.9
)
Restructuring charges
(8.2
)
 
—

Acquisition-related costs
(7.5
)
 
(12.1
)
Acquisition-related performance compensation
(15.3
)
 
(14.9
)
Loss on debt extinguishment
(0.2
)
 
—

Share of joint venture results not attributable to Adjusted EBITDA
(0.1
)
 
—

Adjusted EBITDA attributable to noncontrolling interest
0.5

 
0.5

Net income attributable to IHS Markit Ltd.
$
109.7

 
$
241.3


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the financial condition and results of operations of IHS Markit Ltd. (“IHS Markit,” “we,” “us,” or “our”) as of and for the periods presented. The following discussion should be read in conjunction with our 2018 Annual Report on Form 10-K and the Condensed Consolidated Financial Statements and accompanying notes included in this Quarterly Report on Form 10-Q. References to 2019 are to our fiscal year 2019, which began on December 1, 2018 and ends on November 30, 2019.

Executive Summary

Business Overview

We are a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies worldwide. We deliver next-generation information, analytics, and solutions to customers in business, finance, and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident

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decisions. We have more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, we are committed to sustainable, profitable growth.

To best serve our customers, we are organized into the following four industry-focused segments:

• Resources , which includes our Energy and Chemicals product offerings;
•
Transportation, which includes our Automotive; Maritime & Trade; and Aerospace, Defense & Security product offerings;
•
Consolidated Markets & Solutions, which includes our Product Design; Technology, Media & Telecom (“TMT”); and Economics & Country Risk (“ECR”) product offerings; and
•
Financial Services , which includes our financial Information, Processing, and Solutions product offerings, as well as our product offerings from Ipreo, our recent acquisition.

We believe that this sales and operating model helps our customers do business with us by providing a cohesive, consistent, and effective product, sales, and marketing approach by segment.

Our recurring fixed revenue and recurring variable revenue represented approximately 86 percent of our total revenue for the three months ended February 28, 2019 . Our recurring revenue is generally stable and predictable, and we have long-term relationships with many of our customers.

For 2019, we are focusing our efforts on the following actions:

•
Increase in geographic, product, and customer penetration.  We believe that there are continued opportunities to add new customers and to increase the use of our products and services by existing customers. We plan to add new customers and build our relationships with existing customers by leveraging our existing sales channels, broad product portfolio, global footprint, and industry expertise to anticipate and respond to the changing demands of our end markets.

•
Introduce innovative offerings and enhancements.  In recent years, we have launched several new product offerings addressing a wide array of customer needs, and we expect to continue to innovate using our existing data sets and industry expertise, converting core information to higher value advanced analytics. Our investment priorities are primarily in energy, automotive, and financial services, and we intend to continue to invest across our business to increase our customer value proposition.

•
Balance capital allocation.  Our capital allocation focus for the majority of 2019 will be to de-lever to our capital policy target leverage ratio of 2.0-3.0x. Over the long term, we expect to balance capital allocation between returning capital to shareholders (through consistent share repurchases) and completing mergers and acquisitions, focused primarily on targeted transactions in our core end markets that will allow us to continue to build out our strategic position.

Key Performance Indicators

We believe that revenue growth, Adjusted EBITDA (both in dollars and margin), and free cash flow are key financial measures of our success. Adjusted EBITDA and free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”).

Revenue growth . We review year-over-year revenue growth in our segments as a key measure of our success in addressing customer needs. We measure revenue growth in terms of organic, acquisitive, and foreign currency impacts. We define these components as follows:

•
Organic – We define organic revenue growth as total revenue growth from continuing operations for all factors other than acquisitions and foreign currency movements. We drive this type of revenue growth through value realization (pricing), expanding wallet share of existing customers through up-selling and cross-selling efforts, securing new customer business, and through the sale of new or enhanced product offerings.

•
Acquisitive – We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. This type of growth comes as a result of our strategy to purchase, integrate, and leverage the value of assets we acquire. We also include the impact of divestitures in this metric.

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•
Foreign currency – We define the foreign currency impact on revenue as the difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates. Due to the significance of revenue transacted in foreign currencies, we believe that it is important to measure the impact of foreign currency movements on revenue.

In addition to measuring and reporting revenue by segment, we also measure and report revenue by transaction type. Understanding revenue by transaction type helps us identify and address broad changes in product mix. We summarize our transaction type revenue into the following three categories:

•
Recurring fixed revenue represents revenue generated from contracts specifying a relatively fixed fee for services delivered over the life of the contract. The fixed fee is typically paid annually or more periodically in advance. These contracts typically consist of subscriptions to our various information offerings and software maintenance, which provide continuous access to our platforms and associated data over the contract term. The revenue is usually recognized ratably over the contract term or for term-based software license arrangements, annually on renewal. The initial term of these contracts is typically annual and non-cancellable for the term of the subscription and may contain provisions for minimum monthly payments.

•
Recurring variable revenue represents revenue from contracts that specify a fee for services, which is typically not fixed. The variable fee is usually paid monthly in arrears. Recurring variable revenue is based on, among other factors, the number of trades processed, assets under management, or the number of positions we value. Many of these contracts do not have a maturity date, while the remainder have an initial term ranging from one to five years. Recurring variable revenue was derived entirely from the Financial Services segment for all periods presented.

•
Non-recurring revenue represents consulting (e.g., research and analysis, modeling, and forecasting), services, single-document product sales, perpetual license sales and associated services, conferences and events, and advertising. Our non-recurring products and services are an important part of our business because they complement our recurring business in creating strong and comprehensive customer relationships.

Non-GAAP measures . We use non-GAAP financial measures such as EBITDA, Adjusted EBITDA, and free cash flow in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance (Adjusted EBITDA) and our ability to generate cash flow from operations (free cash flow). We also believe that investors may find these non-GAAP financial measures useful for the same reasons, although we caution readers that non-GAAP financial measures are not a substitute for U.S. GAAP financial measures or disclosures. None of these non-GAAP financial measures are recognized terms under U.S. GAAP and do not purport to be an alternative to net income or operating cash flow as an indicator of operating performance or any other U.S. GAAP measure. Throughout this MD&A, we provide reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP measures.

•
EBITDA and Adjusted EBITDA . EBITDA and Adjusted EBITDA are used by many of our investors, research analysts, investment bankers, and lenders to assess our operating performance. For example, a measure similar to Adjusted EBITDA is required by the lenders under our term loan and revolving credit agreements. We define EBITDA as net income plus or minus net interest, plus provision for income taxes, depreciation, and amortization. Our definition of Adjusted EBITDA further excludes primarily non-cash items and other items that we do not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, restructuring charges, acquisition-related costs and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and other adjustments, the impact of joint ventures and noncontrolling interests, and discontinued operations).

•
Free Cash Flow . We define free cash flow as net cash provided by operating activities less capital expenditures.

Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe that the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company’s capital structure on its performance. However, non-GAAP measures have limitations as an analytical tool. Because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

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They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

Global Operations

Approximately 40 percent of our revenue is transacted outside of the United States; however, only about 20 percent of our revenue is transacted in currencies other than the U.S. dollar. As a result, a strengthening U.S. dollar relative to certain currencies has historically resulted in a negative impact on our revenue; conversely, a weakening U.S. dollar has historically resulted in a positive impact on our revenue. However, the impact on operating income is diminished due to certain operating expenses denominated in currencies other than the U.S. dollar. Our largest foreign currency exposures are the British Pound, Euro, Canadian Dollar, Singapore Dollar, and Indian Rupee.

Results of Operations

Total Revenue

Revenue for the three months ended February 28, 2019 , increased 12 percent compared to the three months ended February 28, 2018 . The table below displays the percentage change in revenue due to organic, acquisitive, and foreign currency factors when comparing the three months ended February 28, 2019 to the three months ended February 28, 2018 .
 
Change in Total Revenue
 
Organic
 
Acquisitive
 
Foreign
Currency
First quarter 2019 vs. first quarter 2018
5
%
 
8
%
 
(1
)%

We saw solid organic revenue growth in our Transportation, Resources, and Financial Services segments for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 .

Acquisitive revenue growth for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , was primarily due to the Ipreo acquisition in the third quarter of 2018.

Foreign currency had a negative effect on revenue growth for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 . Due to the extent of our global operations, foreign currency movements could continue to positively or negatively affect our results in the future.

Revenue by Segment
 
Three months ended February 28,
 
Percentage
Change
(In millions, except percentages)
2019
 
2018
 
Revenue:
 
 
 
 
 
Resources
$
216.8

 
$
205.3

 
6
 %
Transportation
288.1

 
269.6

 
7
 %
CMS
132.3

 
137.6

 
(4
)%
Financial Services
409.2

 
319.6

 
28
 %
Total revenue
$
1,046.4

 
$
932.1

 
12
 %

The percentage change in revenue for each segment was due to the factors described in the following table.

23
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Increase in revenue
 
First quarter 2019 vs. First quarter 2018
 
Organic
 
Acquisitive
 
Foreign
Currency
Resources
6
 %
 
—
%
 
(1
)%
Transportation
8
 %
 
—
%
 
(1
)%
CMS
(3
)%
 
—
%
 
(1
)%
Financial Services
6
 %
 
24
%
 
(1
)%

Resources revenue for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , experienced positive organic revenue growth, with 5 percent recurring revenue growth and 16 percent non-recurring revenue growth. Total and recurring organic revenue growth benefited by approximately 1 percentage point as a result of the adoption of ASC Topic 606. Our Resources annual contract value (“ACV”), which represents the annualized value of recurring revenue contracts, increased slightly from the beginning of the year.

Transportation revenue for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , continued to experience strong organic growth, with 9 percent recurring revenue growth and 4 percent non-recurring revenue growth. Our automotive product offerings continue to provide the largest contribution to the growth, as our diversification in used and new car product offerings continues to provide balanced opportunities for growth. Our Aerospace, Defense & Security and Maritime & Trade revenue was largely unchanged.

CMS revenue for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , decreased 3 percent organically, primarily driven by the uncertainty over a contract renewal in our TMT business line. A portion of the decline was also due to lower revenue in the first quarter of 2019 as a result of the off-year cycle of the BPVC engineering standard.

Financial Services revenue for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , experienced strength across our Information and Solutions product offerings. Within our Information product offerings, revenue growth was led by our pricing and valuation services offerings, and within our Solutions product offerings, revenue growth was led by our managed loan services and analytics software offerings. Within our Processing product offerings, organic revenue growth declined due to market softness in loans primary issuance, partially offset by improvements in derivatives processing. The Ipreo acquisition in the third quarter of 2018 provided the acquisitive growth, and while its first quarter 2019 revenue was less than expected due to lower market activity, primarily in equities, we expect more robust markets and improved revenue in the second quarter of 2019.

Revenue by Transaction Type
 
Three months ended February 28,
 
Percentage change
(in millions, except percentages)
2019
 
2018
 
Total
 
Organic
Revenue:
 
 
 
 
 
 
 
Recurring fixed
$
767.2

 
$
683.3

 
12
%
 
5
%
Recurring variable
136.0

 
117.1

 
16
%
 
3
%
Non-recurring
143.2

 
131.7

 
9
%
 
8
%
Total revenue
$
1,046.4

 
$
932.1

 
12
%
 
5
%
 
 
 
 
 
 
 
 
As a percent of total revenue:
 
 
 
 
 
 
 
Recurring fixed
73
%
 
73
%
 
 
 
 
Recurring variable
13
%
 
13
%
 
 
 
 
Non-recurring
14
%
 
14
%
 
 
 
 

Recurring fixed revenue organic growth increased 5 percent for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , with Transportation, Resources, and Financial Services recurring offerings providing the largest contribution to the growth, and flat organic growth in CMS. Recurring variable revenue was composed entirely of Financial Services revenue, with organic growth coming from our Information and Solutions product offering categories.

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The non-recurring organic revenue increase for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , was primarily due to strength in Solutions product offerings within the Financial Services segment. The Resources and Transportation segments also experienced organic growth, which was partially offset by lower revenues in the CMS segment as a result of the off-year cycle of the BPVC engineering standard.

Operating Expenses

The following table shows our operating expenses and the associated percentages of revenue.
 
Three months ended February 28,
 
Percentage
Change
(In millions, except percentages)
2019
 
2018
 
Operating expenses:
 
 
 
 
 
Cost of revenue
$
399.8

 
$
342.9

 
17
%
SG&A expense
300.3

 
290.3

 
3
%
Total cost of revenue and SG&A expense
$
700.1

 
$
633.2

 
11
%
 
 
 
 
 
 
Depreciation and amortization expense
$
142.3

 
$
130.6

 
9
%
 
 
 
 
 
 
As a percent of revenue:
 
 
 
 
 
Total cost of revenue and SG&A expense
67
%
 
68
%
 
 
Depreciation and amortization expense
14
%
 
14
%
 
 

Cost of Revenue and SG&A Expense

In managing our business, we evaluate our costs by type (e.g., salaries and benefits, facilities, IT) rather than by income statement classification. The increases in absolute total cost of revenue and SG&A expense were primarily due to the Ipreo acquisition. As a percentage of revenue, total cost of revenue and SG&A expense declined primarily because of solid organic revenue growth in 2019, as well as ongoing cost management efforts.

Within our cost of revenue and SG&A expense, stock-based compensation expense decreased by approximately $2 million for the three months ended February 28, 2019, compared to the three months ended February 28, 2018, as we continue to manage our equity compensation programs.

Depreciation and Amortization Expense

For the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , depreciation and amortization expense increased on an absolute basis primarily because of the Ipreo acquisition, but was relatively flat on a percentage of revenue basis.

Acquisition-related Costs

Please refer to Note 5 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of costs associated with our integration and other acquisition-related activities. During the three months ended February 28, 2019 , we recorded approximately $23 million of direct and incremental costs associated with acquisition and divestiture activities, primarily for performance compensation expense related to the aM acquisition, but also including employee severance charges and retention costs, contract termination costs for facility consolidations, and legal and professional fees.


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Table of Contents

Segment Adjusted EBITDA
 
Three months ended February 28,
 
Percentage
Change
(In millions, except percentages)
2019
 
2018
 
Adjusted EBITDA:
 
 
 
 
 
Resources
$
93.2

 
$
84.9

 
10
 %
Transportation
114.3

 
109.7

 
4
 %
CMS
29.4

 
31.8

 
(8
)%
Financial Services
183.2

 
145.4

 
26
 %
Shared services
(12.0
)
 
(12.5
)
 
 
Total Adjusted EBITDA
$
408.1

 
$
359.3

 
14
 %
 
 
 
 
 
 
As a percent of segment revenue:
 
 
 
 
 
Resources
43
%
 
41
%
 
 
Transportation
40
%
 
41
%
 
 
CMS
22
%
 
23
%
 
 
Financial Services
45
%
 
46
%
 
 

For the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , Adjusted EBITDA increased primarily due to the Ipreo acquisition and the leverage in our business model, as incremental revenue drives higher margins. We continue to focus our efforts on cost management and the Ipreo integration to improve overall margins. Resources segment Adjusted EBITDA increased due to organic revenue growth within the segment. Transportation segment Adjusted EBITDA also increased due to continued organic revenue growth, while the Financial Services segment Adjusted EBITDA continued to increase because of organic revenue growth and the contribution from the Ipreo acquisition.

As a percentage of revenue, total Adjusted EBITDA continued to improve due to margin expansion from revenue growth and continued integration and business leveraging efforts. Resources margin increased due to improved revenue growth, while Transportation’s margin was lower due to lower margin recall product offering revenue and higher marketing spend for our CARFAX brand to support new product initiatives. Financial Services’ lower Adjusted EBITDA margin was due to the Ipreo acquisition.

Provision for Income Taxes

Our effective tax rate is estimated based upon the effective tax rate expected to be applicable for the full year.

Our effective tax rate for the three months ended February 28, 2019 was negative 1 percent compared to negative 156 percent for the three months ended February 28, 2018 . The negative 2019 tax rate is primarily due to tax benefits associated with excess tax benefits on stock-based compensation of approximately $12 million and change in partnership basis related to intangible assets of approximately $7 million . The negative 2018 tax rate is primarily due to tax benefits associated with U.S. tax reform of approximately $136 million and excess tax benefits on stock-based compensation of approximately $24 million .

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Table of Contents

EBITDA and Adjusted EBITDA (non-GAAP measures)

The following table provides reconciliations of our net income to EBITDA and Adjusted EBITDA for the three months ended February 28, 2019 and February 28, 2018 .
 
Three months ended February 28,
 
Percentage
Change
(In millions, except percentages)
2019
 
2018
 
Net income attributable to IHS Markit Ltd.
$
109.7

 
$
241.3

 
(55
)%
Interest income
(0.4
)
 
(0.7
)
 
 
Interest expense
66.9

 
46.3

 
 
Provision (benefit) for income taxes
(0.9
)
 
(146.6
)
 
 
Depreciation
46.6

 
41.6

 
 
Amortization
95.7

 
89.0

 
 
EBITDA
$
317.6

 
$
270.9

 
17
 %
Stock-based compensation expense
59.7

 
61.9

 
 
Restructuring charges
8.2

 
—

 
 
Acquisition-related costs
7.5

 
12.1

 
 
Acquisition-related performance compensation
15.3

 
14.9

 
 
Loss on debt extinguishment
0.2

 
—

 
 
Share of joint venture results not attributable to Adjusted EBITDA
0.1

 
—

 
 
Adjusted EBITDA attributable to noncontrolling interest
(0.5
)
 
(0.5
)
 
 
Adjusted EBITDA
$
408.1

 
$
359.3

 
14
 %
Adjusted EBITDA as a percentage of revenue
39.0
%
 
38.6
%
 
 

Our Adjusted EBITDA margin performance for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , increased primarily because of margin flow-through on our organic revenue growth, as well as our continued cost management efforts. The increase was muted by lower Ipreo margins. We expect to continue to drive margin improvement through continued revenue growth, integration, and cost management activities.

Financial Condition
(In millions, except percentages)
As of February 28, 2019
 
As of November 30, 2018
 
Dollar change
 
Percentage change
Accounts receivable, net
$
980.4

 
$
792.9

 
$
187.5

 
24
 %
Accrued compensation
$
96.6

 
$
214.1

 
$
(117.5
)
 
(55
)%
Deferred revenue
$
1,026.3

 
$
886.8

 
$
139.5

 
16
 %

The increase in accounts receivable was due to increased billing activity in 2019. Accrued compensation decreased primarily due to the 2018 bonus payout made in the first quarter of 2019 , partially offset by the current year accrual. The increase in deferred revenue was due to increased billings in 2019, partially offset by the transition adjustment to ASC Topic 606.


27
Table of Contents

Liquidity and Capital Resources

As of February 28, 2019 , we had cash and cash equivalents of $133 million . Our principal sources of liquidity include cash generated by operating activities, cash and cash equivalents on the balance sheet, and amounts available under a revolving credit facility. We had approximately $5.60 billion of debt as of February 28, 2019 , consisting primarily of $1.303 billion of revolving facility debt, $1.03 billion of term loan debt, and $3.31 billion of senior notes. As of February 28, 2019 , we had approximately $695 million available under our revolving credit facility.

In January 2019, we repaid the 364-Day Credit Agreement using cash on hand and borrowings under the revolving credit facility.

Our interest expense for the three months ended February 28, 2019 , compared to the three months ended February 28, 2018 , increased primarily because of a higher average debt balance due to the Ipreo acquisition, as well as a higher effective interest rate due to an increased amount of fixed-rate debt.

Our Board of Directors has authorized a share repurchase program of up to $3.25 billion of IHS Markit common shares through November 30, 2019, to be funded using our existing cash, cash equivalents, marketable securities and future cash flows, or through the incurrence of short- or long-term indebtedness, at management’s discretion. This repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under this program, we are authorized to repurchase our common shares on the open market from time to time, in privately negotiated transactions, or through accelerated share repurchase agreements, subject to availability of common shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion. As of February 28, 2019, we had repurchased approximately $2.24 billion under this authorization.

Our Board of Directors has separately authorized, subject to applicable regulatory requirements, the repurchase of our common shares surrendered by employees in an amount equal to the exercise price, if applicable, and statutory tax liability associated with the vesting of their equity awards, for which we pay the statutory tax on behalf of the employee and forgo receipt of the exercise price of the award from the employee, if applicable. Such repurchases have been authorized in addition to the share repurchase program described above.

Based on our cash, debt, and cash flow positions, we believe that we will have sufficient liquidity to meet our ongoing working capital and capital expenditure needs. Our future capital requirements will depend on many factors, including the number and magnitude of future acquisitions, amount of share repurchases, the need for additional facilities or facility improvements, the timing and extent of spending to support product development efforts, information technology infrastructure investments, investments in our internal business applications, and the continued market acceptance of our offerings. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.

Cash Flows
 
Three months ended February 28,
 
 
 
 
(In millions, except percentages)
2019
 
2018
 
Dollar change
 
Percentage change
Net cash provided by operating activities
$
188.0

 
$
202.9

 
$
(14.9
)
 
(7
)%
Net cash used in investing activities
$
(68.8
)
 
$
(55.1
)
 
$
(13.7
)
 
25
 %
Net cash used in financing activities
$
(111.9
)
 
$
(118.9
)
 
$
7.0

 
(6
)%

The decrease in net cash provided by operating activities was primarily due to higher bonus payments and higher interest payments in the first quarter of 2019.

The increase in net cash used in investing activities was principally due to the increase in capital expenditures compared to the prior year.

The decrease in net cash used in financing activities is primarily due to reducing debt balances in the first quarter of 2019, compared to the first quarter of 2018, when we used cash to fund share repurchases.

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Free Cash Flow (non-GAAP measure)

The following table reconciles our non-GAAP free cash flow measure to net cash provided by operating activities.
 
Three months ended February 28,
 
 
 
 
(In millions, except percentages)
2019
 
2018
 
Dollar change
 
Percentage change
Net cash provided by operating activities
$
188.0

 
$
202.9

 
 
 
 
Capital expenditures on property and equipment
(63.2
)
 
(55.2
)
 
 
 
 
Free cash flow
$
124.8

 
$
147.7

 
$
(22.9
)
 
(16
)%

The decrease in free cash flow was primarily due to lower net cash provided by operating activities as a result of higher interest payments and bonus payments, as well as higher capital expenditure activity. Our free cash flow has historically been positive due to the robust cash generation attributes of our business model, and we expect that it will continue to be a significant source of funding for our business strategy of growth through organic and acquisitive means.

Credit Facility and Other Debt

Please refer to Note 3 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of the current status of our debt arrangements.

Share Repurchase Programs

Please refer to Note 9 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q and to Part II, Item 2 in this Quarterly Report on Form 10-Q for a discussion of our share repurchase programs.

Off-Balance Sheet Transactions

We have no off-balance sheet transactions.

Critical Accounting Policies

Our management makes a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2018 Annual Report on Form 10-K for a discussion of the estimates and judgments necessary in our accounting for revenue recognition, business combinations, goodwill and other intangible assets, income taxes, pensions, and stock-based compensation.

Recent Accounting Pronouncements

Please refer to Note 1 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements and their anticipated effect on our business.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” in our 2018 Annual Report on Form 10-K.

Borrowings under the 2018 revolving facility and 2018 term loans are subject to variable interest rates. We use interest rate swaps in order to fix a portion of our variable rate debt as part of our overall interest rate risk management strategy. As of February 28, 2019 , we had approximately $2.3 billion of floating-rate debt at a 3.91 percent weighted-average interest rate, of which $400 million was subject to effective floating-to-fixed interest rate swaps. A hypothetical increase in interest rates of 100 basis points applied to our floating rate indebtedness would increase our annual interest expense by approximately $19.3 million ($23.3 million without giving effect to any of our interest rate swaps).


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Table of Contents

Item 4.
Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act are effective at a reasonable assurance level to ensure that information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.   OTHER INFORMATION

Item 1.
Legal Proceedings

Please refer to Note 8 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for information about legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the period ended November 30, 2018.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides detail about our share repurchases during the three months ended February 28, 2019 .
 
Total Number of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
December 1 - December 31, 2018:
 
 
 
 
 
 
 
Employee transactions
28,390

 
$
48.96

 
N/A

 
N/A
January 1 - January 31, 2019:
 
 
 
 
 
 
 
Employee transactions
147,956

 
$
48.03

 
N/A

 
N/A
February 1 - February 28, 2019:
 
 
 
 
 
 
 
Employee transactions
1,030,697

 
$
51.92

 
N/A

 
N/A
Total share repurchases
1,207,043

 
$
51.37

 
—

 
 

For the first quarter of 2019, we repurchased approximately $62 million of common shares related to employee transactions. These amounts represent common shares repurchased from employees in an amount equal to the statutory tax liability associated with the vesting of their equity awards. We then pay the statutory tax on behalf of the employee. Our Board of Directors has approved this program in an effort to reduce the dilutive effects of employee equity grants.

Item 5.    Other Information

Iran Threat Reduction and Syria Human Rights Act Disclosure
 
Under the Iran Threat Reduction and Syrian Human Rights Act of 2012, which added Section 13(r) of the Securities Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our affiliates knowingly engaged in certain specified activities during the period covered by the report. Disclosure is generally required even if the

30
Table of Contents

transactions or dealings were conducted in compliance with applicable law and regulations. During the third quarter of 2014, we acquired Global Trade Information Services, a Virginia corporation (“GTIS”). GTIS publishes the Global Trade Atlas (the “GTA”), an online trade data system offering global merchandise trade statistics such as import and export data from official sources in more than 90 countries. Included in the GTA is certain trade data sourced from Iran for which GTIS pays an annual fee of approximately $40,000. The procurement of this information is exempt from applicable economic sanctions laws and regulations as a funds transfer related to the exportation or importation of information and informational materials. Sales attributable to this Iranian trade data represented approximately $50,000 in gross revenue for GTIS in the first quarter of 2019 and would have represented approximately 0.01 percent of our first quarter 2019 consolidated revenues and gross profits. Subject to any changes in the exempt status of such activities, we intend to continue these business activities as permissible under applicable export control and economic sanctions laws and regulations.

Item 6.
Exhibits

(a)
Index of Exhibits
Exhibit
Number
 
Description
10.1*
 
10.2*
 
10.3*
 
10.4*
 
10.5
 
Letter Agreement for Daniel Yergin dated July 2, 2010  (Incorporated by reference to Exhibit 10.22 to the IHS Inc. Annual Report on Form 10-K for the period ended November 30, 2010 (file no. 001-32511) filed with the Securities and Exchange Commission on January 18, 2011)
10.6
 
Amendment dated December 3, 2010 to Letter Agreement for Daniel Yergin dated July 2, 2010  (Incorporated by reference to Exhibit 10.1 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2014 (file no. 001-32511) filed with the Securities and Exchange Commission on March 24, 2014)
10.7
 
Amendment dated December 28, 2012 to Letter Agreement for Daniel Yergin dated July 2, 2010  (Incorporated by reference to Exhibit 10.3 to the IHS Inc. Quarterly Report on Form 10-Q for the period ended February 28, 2013 (file no. 001-32511) filed with the Securities and Exchange Commission on March 25, 2013)
10.8*
 
10.9*
 
10.10*
 
31.1*
 
31.2*
 
32*
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE  
 
XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.


31
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 26, 2019 .
 
IHS MARKIT LTD.
 
 
By:
 
/s/ Michael Easton
 
 
Name:
 
Michael Easton
 
 
Title:
 
Senior Vice President and Chief Accounting Officer


32


Exhibit 10.1

A101IHSMARKITLTDAMEND_IMAGE1.JPG
IHS MARKIT LTD.
2014 EQUITY INCENTIVE AWARD PLAN (amended and restated as of 16 January 2019)
Article 1.
Purpose
The purpose of the IHS Markit Ltd. 2014 Equity Incentive Award Plan (as it may be amended or restated from time to time, the “ Plan ”) is to promote the success and enhance the value of IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “ Company ”), by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company shareholders and providing such individuals with an incentive for outstanding performance to strengthen the mutuality of interests between such individuals and shareholders of the Company. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
ARTICLE 2.     
Definitions and construction
Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. As used herein, (A) “or” shall mean “and/or” and (B) “including” or “include” shall mean “including, without limitation.” Any reference herein to an agreement in writing shall be deemed to include an electronic writing to the extent permitted by applicable law.
2.1    “ 2013 Share Option Plan ” shall mean the Markit Group Holdings Limited Share Option Plan (mid-year awards April through December 2013) (or any successor plan assumed by the Company).
2.2    “ 2013 Share Plan ” shall mean the 2013 Markit Group Holdings Limited Share Plan (or any successor plan assumed by the Company).
2.3    “ 2014 Share Option Plan ” shall mean the Markit Group Holdings Limited Share Option Plan (Pre-IPO amendments) (or any successor plan assumed by the Company).
2.4    “ 2014 Share Plan ” shall mean the 2014 Markit Group Holdings Limited Share Plan (or any successor plan assumed by the Company).
2.5    “ Affiliate ” shall mean each of the following: (a) any Subsidiary; (a) any Parent; and (a) any other entity in which the Company or any of its Affiliates has a material equity interest or control relationship unless otherwise designated by the Committee. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

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2014 Equity Incentive Award Plan

2.6    “ Applicable Accounting Standards ” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.
2.7    “ Applicable Law ” shall mean any applicable law, including: (i) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (i) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, provincial, local or foreign; and (i) rules and regulations of any established securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded.
2.8    “ Award ” shall mean an Option, an award of Restricted Shares, a Restricted Share Unit award, a Dividend Equivalents award, an award of Deferred Shares, a Performance Award, a Share Payment award or a Share Appreciation Right, any of which may be awarded or granted under the Plan (collectively, “ Awards ”).
2.9    “ Award Agreement ” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Committee shall determine consistent with the Plan.
2.10    “ Board ” shall mean the Board of Directors of the Company.
2.11    “ Cause ” shall mean, with respect to a Holder’s Termination of Service, and unless otherwise defined in the applicable Award Agreement or an employment or other written agreement between the Holder and the Company (or any of its Affiliates), any of the following: (i) willful malfeasance, willful misconduct or gross negligence by the Holder in connection with his or her duties, (i) continuing refusal by a Holder to perform his or her duties under any lawful direction of his or her supervisor or the Board after written or electronic notice of any such refusal to perform such duties or direction was given to such Holder, (i) any willful and material breach of fiduciary duty owing to the Company (or any of its Affiliates) by the Holder, (i) the Holder’s conviction 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 the Company or any of its Affiliates (including, but not limited to, theft, embezzlement or fraud) or involving moral turpitude, or (i) the Holder’s inability to perform duties of his or her job as a result of on-duty intoxication or confirmed positive illegal drug test result.
2.12    “ Change in Control ” shall mean, unless otherwise defined in the applicable Award Agreement or an employment or other written agreement between the Holder and the Company (or any of its Affiliates), the occurrence of any of the following events:
(a)    A transaction or series of transactions (other than an offering of Common Shares to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any Person (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities issued and outstanding immediately after such acquisition;
(b)    During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 2.12(a) or Section 2.12(c)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(c)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, amalgamation, consolidation,

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2014 Equity Incentive Award Plan

reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i)    which results in the Company’s voting securities issued and outstanding immediately before the transaction continuing to represent (either by remaining issued and outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s issued and outstanding voting securities immediately after the transaction, and
(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section ‎2.12(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or
(d)    The Company’s shareholders approve a liquidation or dissolution of the Company.
In addition, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of Common Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
2.13    “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder.
2.14    “ Committee ” shall mean the Human Resources and Compensation Committee of the Board or such other duly authorized committee or subcommittee of the Board as the Board shall designate from time to time; provided , however , that, with respect to Awards granted to Non- Employee Directors, the “Committee” shall mean the Nominating and Corporate Governance Committee of the Board or such other duly authorized committee or subcommittee of the Board as the Board shall designate from time to time. To the extent that no Committee exists that has the authority to administer the Plan, the functions of the Committee shall be exercised by the Board and all references herein to the Committee shall be deemed references to the Board.
2.15    “ Common Shares ” means the common shares of the Company, par value $0.01 per share.
2.16    “ Company ” shall have the meaning set forth in Article 1.
2.17    “ Consultant ” shall mean any consultant or advisor engaged to provide services to the Company or any of its Affiliates who qualifies as a consultant or advisor as defined under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

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2014 Equity Incentive Award Plan

2.18    “ Deferred Shares ” shall mean a right to receive Shares awarded under Section 9.4.
2.19    “ Director ” shall mean a member of the Board, as constituted from time to time.
2.20    “ Disability ” shall mean “Disability” within the meaning of Section 409A of the Code.
2.21    “ Dividend Equivalent ” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2.
2.22    “ DRO ” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.
2.23    “ Effective Date ” shall mean June 24, 2014.
2.24    “ Eligible Individual ” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Committee.
2.25    “ Employee ” shall mean an employee of the Company or any of its Affiliates.
2.26    “ Equity Restructuring ” shall mean a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, bonus issue, share split, spin-off, rights offering or recapitalization through a large, extraordinary cash dividend, that affects the number or kind of Common Shares (or other securities of the Company) or the share price of the Common Shares (or other securities) and causes a change in the per share value of the Common Shares underlying outstanding Awards.
2.27    “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time, together with the regulations and official guidance promulgated thereunder.
2.28    “ Fair Market Value ” shall mean, as of any given date, the value of a Share determined as follows:
(a)    If the Common Shares are listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (i) national market system or (i) automated quotation system on which the Common Shares are listed, quoted or traded, the Fair Market Value of a Common Share shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable;
(b)    If the Common Shares are not listed on an established securities exchange, national market system or automated quotation system, but the Common Shares are regularly quoted by a recognized securities dealer, the Fair Market Value of a Share shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or
(c)    If the Common Shares are neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a Share shall be established by the Committee in good faith in whatever manner it considers appropriate taking into account the requirements of Section 409A or Section 422 of the Code, as applicable.
2.29    “ Greater Than 10% Shareholder ” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

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2014 Equity Incentive Award Plan

2.30    “ HMRC ” shall have the meaning set forth in Section 11.2(b)(ii)(2).
2.31    “ Holder ” shall mean a person who has been granted an Award.
2.32    “ Incentive Share Option ” shall mean an Option that is intended to qualify as an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.
2.33    “ KEIP ” shall mean the Markit Group Holdings Limited Key Employee Incentive Program (or any successor plan assumed by the Company).
2.34    “ Non-Employee Director ” shall mean (i) any Director who is not an Employee or (i) any member of a board of directors or similar governing body of the Company or an Affiliate as determined by the Committee under the Non-Employee Director Equity Compensation Policy.
2.35    “ Non-Employee Director Equity Compensation Policy ” shall have the meaning set forth in Section 4.6.
2.36    “ Non-Qualified Share Option ” shall mean an Option that is not an Incentive Share Option.
2.37    “ Option ” shall mean a right to purchase Shares at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified Share Option or an Incentive Share Option; provided , however , that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Share Options.
2.38    “ Option Term ” shall have the meaning set forth in Section 5.4.
2.39    “ Parent ” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
2.40    “ Performance Award ” shall mean a cash bonus award, share bonus award, performance award or other incentive award that is paid in cash, or by the issuance of Shares (which may consist of Restricted Shares) or a combination of both, awarded under Section 9.1.
2.41    “ Performance Criteria ” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:
(a)    The Performance Criteria that shall be used to establish Performance Goals may include but are not limited to: (i) net earnings (either before or after one or more of (A) interest, (A) taxes, (A) depreciation and (A) amortization); (i) gross or net sales or revenue; (i) net income (either before or after taxes); (i) operating earnings or profit or one or more operating ratios; (i) cash flow (including, but not limited to, operating cash flow and free cash flow); (i) return on assets; (i) return on capital; (i) return on shareholders’ equity; (i) share price or total shareholder return; (i) return on sales; (i) gross or net profit or operating or EBITDA margin; (i) costs; (i) expenses; (i) working capital; (i) earnings per share; (i) price per share; (i) regulatory body approval for commercialization of a product; (i) implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; (i) market share; (i) economic value; (i) revenue, (i) revenue or EBITDA growth, (i) capital expenditures, (i) net borrowing, debt leverage levels, credit quality or debt ratings, (i) the accomplishment of mergers, amalgamations, acquisitions, dispositions, joint ventures, public or private offerings or other financial transactions or similar extraordinary business transactions, (i) net asset value per share, (i) economic value added, (i) individual business objectives, (i) growth in production, (i) added reserves, (i) growth in reserves per share, (i) inventory growth, (i) environmental, health and safety performance, (i) effectiveness of hedging programs, (i) improvements in internal controls and policies and procedures, and (i) retention and recruitment of employees, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

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2014 Equity Incentive Award Plan

(b)    The Committee, in its discretion, may adjust the Performance Criteria for any Performance Period for such factors as the Committee may determine, including, without limitation, in recognition of unusual or non-recurring events affecting the Company or changes in Applicable Law or Applicable Accounting Standards.
2.42    “ Performance Goals ” shall mean, for a Performance Period, one or more goals established in writing by the Committee for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish Performance Goals, Performance Goals may be expressed in terms of overall Company performance or the performance of an Affiliate, division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with reference to Applicable Accounting Standards.
2.43    “ Performance Period ” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s right to, and the payment of, an Award.
2.44    “ Permitted Transferee ” shall mean, with respect to a Holder, such Holder’s “family member” (as defined under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement), or any other transferee specifically approved by the Committee after taking into account Applicable Law.
2.45    “ Person ” shall mean any “individual,” “entity” or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.
2.46    “ Plan ” shall have the meaning set forth in Article 1.
2.47    “ Prior Plans ” shall collectively mean the KEIP, the 2013 Share Option Plan, the 2014 Share Option Plan, the 2013 Share Plan and the 2014 Share Plan.
2.48    “ Restricted Shares ” shall mean Shares awarded under Article 7 that are subject to certain restrictions and may be subject to risk of forfeiture or repurchase.
2.49    “ Restricted Share Units ” shall mean the right to receive Shares awarded under Article 8.
2.50    “ Secondary Contributions ” shall have the meaning set forth in Section 11.2(b).
2.51    “ Secondary Contributor ” shall have the meaning set forth in Section 11.2(b).
2.52    “ Section 409A Covered Award ” shall mean any Award that constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code.
2.53    “ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time, together with the regulations and official guidance promulgated thereunder.
2.54    “ Shares ” means Common Shares reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, amalgamation, consolidation or other reorganization) security.
2.55    “ Share Appreciation Right ” shall mean a share appreciation right granted under Article 10.
2.56    “ Share Appreciation Right Term ” shall have the meaning set forth in Section 10.4.
2.57    “ Share Payment ” shall mean (a) a payment in the form of Shares, (a) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 9.3, or (a) any other right in respect of an Award that is valued in whole or in part by reference to, or is payable in or otherwise based on Common Shares.

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2014 Equity Incentive Award Plan

2.58    “ Subsidiary ” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
2.59    “ Substitute Award ” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, amalgamation, combination, consolidation, reorganization or acquisition of assets or equity securities; provided , however , that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.
2.60    “ Termination of Service ” shall mean:
(a)    As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company (and any of its Affiliates) is terminated for any reason, with or without Cause, including by resignation, discharge, death, Disability or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service, as applicable, with the Company or any Affiliate.
(b)    As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including a termination by resignation, failure to be elected, death, Disability or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service, as applicable, with the Company or any Affiliate.
(c)    As to an Employee, the time when the employee-employer relationship between a Holder and the Company (or any of its Affiliates) is terminated for any reason, including a termination by resignation, discharge, death, Disability or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service, as applicable, with the Company or any Affiliate.
The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including the question of whether a Termination of Service resulted from a discharge for Cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided , however , that, with respect to Incentive Share Options, unless the Committee otherwise provides in the terms of the Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Holder ceases to remain an Affiliate following any merger, amalgamation, sale of shares or other corporate transaction or event (including a spin-off)
ARTICLE 3.     
Shares subject to the Plan
3.1.      Number of Shares
(a)    Subject to Sections 3.1(b) and 13.2, the aggregate number of Common Shares which may be issued or used for reference purposes or with respect to which Awards under the Plan may be granted over the term of the Plan is (i) 6,220,000 (which includes 1,686,000 unissued shares previously authorized and not used for reference purposes under the KEIP as of the Effective Date, 626,760 unissued shares previously authorized and not used for reference purposes under the 2013 Share Option Plan and the 2014 Share Option Plan as of the Effective Date, and 21,510 unissued shares previously authorized and not used for reference purposes under the 2014 Share

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Plan as of the Effective Date), plus (i) the number of authorized shares that are issued or used for reference purposes in respect of any awards made and outstanding under the Prior Plans as of the Effective Date that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of Common Shares shall be available for issuance or payment of Awards. Subject to Sections 3.1(b) and 13.2, no more than 1,000,000 Shares in the aggregate may be issued under the Plan in respect of Incentive Share Options. The aggregate share reserve specified in this Section 3.1(a) will be increased on January 1 of each year commencing in 2015 and ending on (and including) January 1, 2024 in an amount equal to the lesser of: (i) 2.5% of the total number of Shares outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year and (ii) such number of Shares determined by the Board. At all times, the Company will reserve and keep available a sufficient number of Common Shares as will be required to satisfy the requirements of all Awards granted and outstanding under the Plan.
(b)    To the extent all or a portion of an Award is forfeited, expires, lapses for any reason, or is settled for cash without the delivery of Shares to the Holder, any Shares subject to such Award or portion thereof shall, to the extent of such forfeiture, expiration, lapse or cash settlement, again be available for future grants of Awards under the Plan. Any Shares repurchased by or surrendered to the Company under Section 7.4 resulting in the return of such Shares to the Company shall again be available for future grants of Awards under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an “incentive stock option” under Section 422 of the Code.
(c)    To the extent not prohibited by Applicable Law, (i) in the event any Substitute Awards are granted, Shares issued or issuable in connection with such Substitute Awards shall not be counted against the number of Shares reserved under the Plan, but shall be available under the Plan, and (i) if a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common shares of the entities party to such acquisition or combination) may be used for post-transaction Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan. Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Eligible Individuals prior to such acquisition or combination.
3.2.      Shares Distributed
Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Shares, Common Shares held in treasury or Common Shares purchased on the open market.
ARTICLE 4.     
Granting of Awards
4.1.      Participation
The Committee may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except to the extent provided in Section 4.6 regarding the grant of Awards pursuant to the Non-Employee Director Equity Compensation Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.
4.2.      Award Agreement

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Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award, which may include the term of the Award, the provisions applicable in the event of the Holder’s Termination of Service, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. Award Agreements evidencing Incentive Share Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.
4.3.      Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
4.4.      At-Will Employment; Voluntary Participation.
Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any of its Affiliates, or shall interfere with or restrict in any way the rights of the Company and any of its Affiliates, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason whatsoever, with or without Cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any of its Affiliates. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan shall be construed as mandating that any Eligible Individual shall participate in the Plan.
4.5.      Foreign Holders.
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than the United States in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Committee, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided , however , that no such subplans and/or modifications shall increase the share limitations contained in Section 3.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules, regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.
4.6.      Non-Employee Director Awards.
The Committee, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall be granted pursuant to a written nondiscretionary formula established by the Committee (the “ Non-Employee Director Equity Compensation Policy ”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be

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subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become vested and exercisable and/or payable and expire, and such other terms and conditions as the Committee shall determine in its sole discretion. The Non- Employee Director Equity Compensation Policy may be modified by the Committee from time to time in its sole discretion.
4.7.      Stand-Alone and Tandem Awards.
Awards granted pursuant to the Plan may, in the sole discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.
ARTICLE 5.     
Granting of Options
5.1.      Granting of Options to Eligible Individuals.
The Committee is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.
5.2.      Qualification of Incentive Share Options.
No Incentive Share Option shall be granted to any person who is not an Employee of the Company or any parent or subsidiary corporation (each as defined in Section 424(e) and 424(f) of the Code, respectively) of the Company. No person who qualifies as a Greater Than 10% Shareholder may be granted an Incentive Share Option unless such Incentive Share Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Share Option granted under the Plan may be modified by the Committee, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate Fair Market Value of the Shares with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are vested and exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent or subsidiary corporation thereof (each as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Share Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the Fair Market Value of the Shares shall be determined as of the time the respective options were granted. Incentive Share Options that are not exercised within three (3) months following a Holder’s termination of employment with the Company and its Affiliates shall be treated as Non-Qualified Share Options to the extent required by Section 422 of the Code.
5.3.      Option Exercise Price.
The exercise price per Share subject to each Option shall be set by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Share Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) unless otherwise determined by the Committee. In addition, in the case of Incentive Share Options granted to a Greater Than 10% Shareholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).
5.4.      Option Term.

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The term of each Option (the “ Option Term ”) shall be set by the Committee in its sole discretion; provided , however , that the Option Term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Share Option is granted to a Greater Than 10% Shareholder. The Committee shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Options, which time period may not extend beyond the last day of the Option Term. Except as limited by the requirements of Section 409A or Section 457A of the Code and regulations and rulings thereunder or the first sentence of this Section 5.4, the Committee may extend the Option Term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend, subject to Section 13.1, any other term or condition of such Option relating to such a Termination of Service.
5.5.      Option Vesting.
The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Committee and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Subsidiary, any Performance Criteria or any other criteria selected by the Committee, and, except as limited by the Plan, at any time after the grant of an Option, the Committee, in its sole discretion and subject to whatever terms and conditions it selects, may accelerate the period during which an Option vests. Unless otherwise determined by the Committee at grant (or, if no rights of the Holder (or, in the case of his or her death, his or her estate) are reduced, thereafter):
(a)    if a Holder’s Termination of Service is by reason of death or Disability, all Options that are held by such Holder that are vested and exercisable on the date of the Holder’s Termination of Service may be exercised by the Holder (or, in the case of death, by the legal representative of the Holder’s estate) at any time within a period of one year after the date of such a Termination of Service, but in no event beyond the expiration of the stated term of such Options;
(b)    if a Holder’s Termination of Service is by involuntary termination without Cause, all Options that are held by such Holder that are vested and exercisable on the date of the Holder’s Termination of Service may be exercised by the Holder at any time within a period of 90 days after the date of such a Termination of Service, but in no event beyond the expiration of the stated term of such Options;
(c)    if a Holder’s Termination of Service is voluntary (other than a voluntary Termination of Service described in subsection (d)(ii) below), all Options that are held by such Holder that are vested and exercisable on the date of the Holder’s Termination of Service may be exercised by the Holder at any time within a period of 90 days after the date of such a Termination of Service, but in no event beyond the expiration of the stated term of such Options; or
(d)    if a Holder’s Termination of Service (i) is for Cause or (i) is a voluntary Termination of Service after the occurrence of an event that would be grounds for a Termination of Service for Cause, all Options, whether vested or not vested, that are held by such Holder shall terminate and expire on the date of such Termination.
Unless otherwise determined by the Committee, Options that are not vested as of the date of a Holder’s Termination of Service for any reason shall terminate and expire on the date of such Termination.
ARTICLE 6.     
Exercise of Options
6.1.      Partial Exercise.

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A vested and exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional Shares and the Committee may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of Shares.
6.2.      Manner of Exercise.
All or a portion of a vested and exercisable Option shall be deemed exercised upon delivery of all of the following to the Company, the share plan administrator of the Company or such other person or entity designated by the Committee, or his, her or its office, as applicable:
(a)    A written or electronic notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;
(b)    Such representations and documents as the Committee, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The Committee, in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance including the placement of legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c)    In the event that the Option shall be exercised pursuant to Section 11.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Committee; and
(d)    Full payment of the exercise price and applicable withholding taxes to the share plan administrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 11.1 and 11.2.
6.3.      Notification Regarding Disposition.
The Holder shall give the Company prompt written or electronic notice of any disposition of Shares acquired by exercise of an Incentive Share Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after the transfer of such Shares to such Holder.
ARTICLE 7.     
Award of Restricted Shares
7.1.      Award of Restricted Shares.
(a)    The Committee is authorized to grant Restricted Shares to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Shares as it deems appropriate.
(b)    The Committee shall establish the purchase price, if any, and form of payment for Restricted Shares; provided , however , that if a purchase price is changed, such purchase price shall not be less than the par value of the Shares to be purchased, unless otherwise permitted by Applicable Law.
7.2.      Rights as Shareholders.

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Subject to Section 7.4, upon issuance of Restricted Shares, the Holder shall have, unless otherwise provided by the Committee, all the rights of a shareholder with respect to said Shares, subject to the restrictions in the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares; provided , however , that, in the sole discretion of the Committee, any distributions with respect to the Shares shall be subject to the restrictions set forth in Section 7.3. The Committee may, in its discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable restriction period.
7.3.      Restrictions.
All Restricted Shares (including any shares received by Holders thereof with respect to Restricted Shares as a result of share dividends, bonus issuance, share splits or any other form of recapitalization) shall, in the terms of the applicable Award Agreement, be subject to such restrictions and vesting requirements as the Committee shall provide. Such restrictions may include restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Committee, including criteria based on the Holder’s duration of employment, directorship or consultancy with the Company and its Affiliates, performance criteria, Company performance, individual performance or other criteria selected by the Committee. By action taken after the Restricted Shares are issued, the Committee may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Shares by removing any or all of the restrictions imposed by the terms of the applicable Award Agreement. Unless otherwise determined by the Committee, Restricted Shares may not be sold or encumbered until all restrictions are terminated or expire.
7.4.      Repurchase or Forfeiture of Restricted Shares.
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, if no price was paid by the Holder for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Holder’s rights in unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Holder for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the Holder the unvested Restricted Shares then subject to restrictions at a cash price per share equal to the lesser of the Fair Market Value per share and the price paid by the Holder for such Restricted Shares, or such other amount as may be specified in the applicable Award Agreement. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide that upon certain events, including a Change in Control, the Holder’s death, retirement or Disability or any other specified Termination of Service or any other event, the Holder’s rights in unvested Restricted Shares shall not lapse, such Restricted Shares shall vest and, if applicable, the Company shall not have a right of repurchase.
7.5.      Certificates for Restricted Shares.
Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. Certificates or book entries in respect of Restricted Shares shall include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares. The Company, in its sole discretion, may (a) retain physical possession of any share certificate evidencing Restricted Shares until the restrictions thereon shall have lapsed and/or (b) require that the share certificates (if any) issued in respect of Restricted Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a duly-executed but undated share transfer form endorsed in blank, together with the grant of authority in a form acceptable to the Committee to deal with such Restricted Shares, relating to such Restricted Shares.

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ARTICLE 8.     
Award of Restricted Share Units
8.1.      Grant of Restricted Share Units.
The Committee is authorized to grant Awards of Restricted Share Units to any Eligible Individual selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee.
8.2.      Term.
Except as otherwise provided herein, the term of a Restricted Share Unit award shall be set by the Committee in its sole discretion.
8.3.      Purchase Price
The Committee shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted Share Unit award; provided , however , that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.
8.4.      Vesting of Restricted Share Units.
At the time of grant, the Committee shall specify the date or dates on which the Restricted Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including any vesting based upon the Holder’s duration of service to the Company or any Affiliate, one or more performance criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Committee.
8.5.      Maturity and Payment.
At the time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted Share Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Committee, set forth in any applicable Award Agreement, and subject to compliance with Section 409A and Section 457A of the Code, in no event shall the maturity date relating to each Restricted Share Unit occur following the later of (a) the 15th day of the third month following the end of the calendar year in which the applicable portion of the Restricted Share Unit vests; or (b) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Share Unit vests. On the maturity date, the Company shall, subject to Section 11.4 and the applicable Award Agreement, transfer to the Holder one unrestricted, fully transferable Share for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited, or as determined by the Committee, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash and Shares as determined by the Committee.
8.6.      Payment upon Termination of Service.
An Award of Restricted Share Units shall only be payable while the Holder is an Employee, a Consultant or a member of the Board, as applicable; provided , however , that the Committee, in its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Share Unit award may be paid subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or Disability or any other specified Termination of Service.
8.7.      No Rights as a Shareholder.

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Unless otherwise determined by the Committee, a Holder of Restricted Share Units shall possess no incidents of ownership with respect to the Shares represented by such Restricted Share Units, unless and until such Shares are transferred to the Holder pursuant to the terms of this Plan and the Award Agreement.
ARTICLE 9.     
Award of Performance Awards, Dividend Equivalents, Share Payments, Deferred Shares
9.1.      Performance Awards.
The Committee is authorized to grant Performance Awards and other Awards to any Eligible Individual from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan. The value of Performance Awards may be linked to the attainment of the Performance Goals or other specific criteria, whether or not objective, determined by the Committee, in each case on a specified date or dates or over any period or periods and in such amounts as may be determined by the Committee.
9.2.      Dividend Equivalents.
Dividend Equivalents may be granted by the Committee based on dividends declared on the Shares, to be credited as of dividend payment dates with respect to dividends with record dates that occur during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations as may be determined by the Committee.
9.3.      Share Payments.
The Committee is authorized to make Share Payments to any Eligible Individual that are payable in, valued in whole or in part by reference to, or otherwise based on or related to the Shares, including Shares awarded purely as a bonus and not subject to any restrictions or conditions, Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate thereof, and Awards valued by reference to book value of the Shares. The number or value of Shares of any Share Payment shall be determined by the Committee and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Affiliate, determined by the Committee. Shares underlying a Share Payment which is subject to a vesting schedule or other conditions or criteria set by the Committee shall not be issued until those conditions have been satisfied. Unless otherwise provided by the Committee, a Holder of a Share Payment shall have no rights as a Company shareholder with respect to such Share Payment until such time as the Share Payment has vested and the Shares underlying the Award have been issued to the Holder. Share Payments may, but are not required to, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.
9.4.      Deferred Shares.
The Committee is authorized to grant Deferred Shares to any Eligible Individual. The number of Deferred Shares shall be determined by the Committee and may (but is not required to) be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Committee determines, in each case on a specified date or dates or over any period or periods determined by the Committee. Shares underlying a Deferred Share award which is subject to a vesting schedule or other conditions or criteria set by the Committee shall be issued on the vesting date(s) or date(s) that those conditions and criteria have been satisfied, as applicable. Unless otherwise provided by the Committee, a Holder of Deferred Shares shall have no rights as a Company shareholder with respect to such Deferred Shares until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and the Shares underlying the Award have been issued to the Holder.

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9.5.      Term.
The term of a Dividend Equivalent award, Share Payment award, and/or Deferred Share award shall be established by the Committee in its sole discretion.
9.6.      Purchase Price.
The Committee may establish the purchase price, if any, of Shares distributed as a Share Payment award or Deferred Shares award; provided , however , that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.
9.7.      Termination of Service.
A Share Payment award, Dividend Equivalent award, and/or Deferred Shares award is distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Committee, however, in its sole discretion, may provide that the Dividend Equivalent award, Share Payment award and/or Deferred Shares award may be distributed subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or Disability or any other specified Termination of Service.
ARTICLE 10.     
Award of Share Appreciation Rights
10.1.      Grant of Share Appreciation Rights.
(a)    The Committee is authorized to grant Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.
(b)    A Share Appreciation Right shall entitle the Holder (or other person entitled to exercise the Share Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Share Appreciation Right (to the extent then vested and exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Share Appreciation Right from the Fair Market Value on the date of exercise of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right shall have been exercised, subject to any limitations the Committee may impose. Unless otherwise determined by the Committee, the exercise price per Share subject to each Share Appreciation Right shall be set by the Committee, but shall not be less than 100% of the Fair Market Value on the date the Share Appreciation Right is granted.
10.2.      Share Appreciation Right Vesting.
(a)    The period during which the right to exercise, in whole or in part, a Share Appreciation Right vests in the Holder shall be set by the Committee and the Committee may determine that a Share Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, any Performance Criteria or any other criteria selected by the Committee. Except as limited by the Plan, at any time after grant of a Share Appreciation Right, the Committee, in its sole discretion and subject to whatever terms and conditions it selects, may accelerate the period during which a Share Appreciation Right vests.
(b)    No portion of a Share Appreciation Right which is unvested or unexercisable at a Holder’s Termination of Service shall thereafter become vested or exercisable, except as may be otherwise provided by the

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Committee in the applicable Award Agreement evidencing the grant of a Share Appreciation Right, or by action of the Committee following the grant of the Share Appreciation Right.
10.3.      Manner of Exercise.
All or a portion of a vested and exercisable Share Appreciation Right shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, the share plan administrator of the Company, or such other person or entity designated by the Committee, or his, her or its office, as applicable:
(a)    A written or electronic notice complying with the applicable rules established by the Committee stating that the Share Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Share Appreciation Right or such portion of the Share Appreciation Right;
(b)    Such representations and documents as the Committee, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law. The Committee, in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance, including the placement of legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c)    In the event that the Share Appreciation Right shall be exercised pursuant to this Section 10.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Share Appreciation Right, as determined in the sole discretion of the Committee; and
(d)    Full payment of the exercise price and applicable withholding taxes to the share plan administrator of the Company for the Shares with respect to which the Share Appreciation Right, or portion thereof, is exercised, in a manner permitted by Sections 11.1 and 11.2.
10.4.      Share Appreciation Right Term.
The term of each Share Appreciation Right (the “ Share Appreciation Right Term ”) shall be set by the Committee in its sole discretion; provided , however , that the Share Appreciation Right Term shall not be more than ten (10) years from the date the Share Appreciation Right is granted. The Committee shall determine the time period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Share Appreciation Rights, which time period may not extend beyond the last day of the Share Appreciation Right Term applicable to such Share Appreciation Right. Except as limited by the requirements of Section 409A or 457A of the Code and regulations and rulings thereunder or the first sentence of this Section 10.4, the Committee may extend the Share Appreciation Right Term of any outstanding Share Appreciation Right, and may extend the time period during which vested Share Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend, subject to Section 13.1, any other term or condition of such Share Appreciation Right relating to such a Termination of Service.
10.5.      Payment.
Payment of the amounts payable with respect to Share Appreciation Rights pursuant to this Article 10 shall be in cash, Shares (based on its Fair Market Value as of the date the Share Appreciation Right is exercised), or a combination of both, as determined by the Committee.
ARTICLE 11.     
Additional Terms of Awards
11.1.      Payment.

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The Committee shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) any other form of legal consideration acceptable to the Committee in its sole discretion. The Committee shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or officer of the Company (or any of its Affiliates) shall take any action in respect of any Award in violation of any Applicable Law.
11.2.      Tax Withholding.
(a)    The Company or any Affiliate shall have the authority and the right to deduct or withhold from an amount paid in cash, or require a Holder to remit to the Company, an amount paid in cash sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment tax or other social security contribution obligation or any applicable employer’s national insurance contributions) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Committee, in its sole discretion, may provide in an Award Agreement for payment by the Holder to the Company of an amount that is equal to the sum of all employment and other taxes, insurance premiums and other amounts imposed by any and all applicable tax authorities on the Company or any Affiliate with respect to any amounts payable to, or earned by, such Holder in respect of any Award made under the Plan. The Committee, in its sole discretion and in satisfaction of the foregoing requirement, may (i) purchase or allow a Holder to elect to have the Company purchase Shares otherwise issuable under an Award or (i) cause the sale of a sufficient number of Shares on behalf of the Holder to realize sale proceeds equivalent to the applicable tax liabilities and remit such amount to or at the direction of the Holder’s employer or the Committee in satisfaction of such tax liabilities. Unless otherwise determined by the Committee, the number of Shares which may be so purchased or sold on behalf of the Holder shall be limited to the number of Shares which have a fair market value on the date of purchase or sale (as the case may be) necessary to pay the aggregate amount of such liabilities based on the (1) maximum amount permitted to be withheld for federal, state, local and foreign income tax and payroll tax purposes, with respect to any individual who is then subject to Section 16 of the Exchange Act, and (2) maximum amount or up to the maximum amount permitted to be withheld for federal, state, local and foreign income tax and payroll tax purposes, with respect to any individual not covered by Section 11.2(a)(1). The Committee shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Share Appreciation Right exercise involving the sale of Shares to pay the Option or Share Appreciation Right exercise price or any tax withholding obligation.
(b)    Notwithstanding anything herein to the contrary, in the event that, upon the vesting of an Award (other than an Option) or the exercise of an Option, (i) the Company or any Affiliate employing the Holder (the “ Secondary Contributor ”) would otherwise be liable for United Kingdom secondary employer’s National Insurance Contributions in respect of such vesting or exercise (such contributions, the “ Secondary Contributions ”) and (i) the Committee provides the Holder written or electronic notice requiring the Holder to enter into an agreement or election as referred to in sub clauses (1) and (2) below not later than the date that is thirty (30) days after either the vesting date of such Award or the receipt by the Company of notice of exercise with respect to such Option, as applicable, then, the vesting of such Award or the exercise of such Option, as applicable, shall not be effective unless, not later than the date that is thirty (30) days after the date of such notice from the Committee, such Holder has entered into either (as required and directed by the Committee in its sole discretion):

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(1)    an agreement that allows the Secondary Contributor to recover the whole amount or any portion of the Secondary Contributions from the Holder; or
(2)    a form of joint election, in such form as determined by the Committee and approved in advance by Her Majesty’s Revenue and Customs (“ HMRC ”), for the transfer to the Holder of the whole amount or any portion of the Secondary Contributions (and the arrangements made in such election for securing that the Holder will satisfy the amount of Secondary Contributions transferred to the Holder have also been approved in advance by HMRC); and
If the relevant requirements of Section 11.2(b)(ii)(1) or (2) are satisfied within the specified period, the date of vesting of such Award or exercise of such Option, as applicable, shall be the date on which the condition is satisfied. If such requirements are not satisfied within the specified period, the vesting of such Award or exercise of such Option, as applicable, shall be ineffective, null and void.
11.3.      Transferability of Awards.
(a)    Except as otherwise provided in Section 11.3(b) and 11.3(c):
(i)    No Award under the Plan may be sold, pledged, charged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;
(ii)    No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, charge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 11.3(a)(i); and
(iii)    During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any vested and exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution.
(b)    Notwithstanding Section 11.3(a), the Committee, in its sole discretion, may determine to permit a Holder to transfer an Award other than an Incentive Share Option to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution or pursuant to a DRO; (i) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (i) the Holder and the Permitted Transferee shall execute any and all documents requested by the Committee, including any documents to (A) confirm the status of the transferee as a Permitted Transferee, (A) satisfy any requirements for an exemption for the transfer under Applicable Law and (A) evidence the transfer.
(c)    Notwithstanding Section 11.3(a), a Holder may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Holder is married or a domestic partner in a domestic

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partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time; provided that the change or revocation is filed with the Committee prior to the Holder’s death.
11.4.      Conditions to Issuance of Shares.
(a)    Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares issued pursuant to the exercise of any Award, unless and until the Board or the Committee has determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee may require that a Holder make such reasonable covenants, agreements and representations as the Board or the Committee, in its sole discretion, deems advisable in order to comply with Applicable Law.
(b)    Any share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop- transfer orders and other restrictions as the Committee deems necessary or advisable to comply with Applicable Law. The Committee may place legends on any share certificate or book entry to reference restrictions applicable to the Shares.
(c)    The Committee shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Committee.
(d)    No fractional Shares shall be issued and the Committee, in its sole discretion, shall determine whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.
(e)    Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by Applicable Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the register of members of the Company (or, as applicable, its transfer agent or share plan administrator).
11.5.      Forfeiture and Claw-Back Provisions.
Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Committee shall have the right to provide, in an Award Agreement or otherwise, or to require a Holder to agree by separate written or electronic instrument, that:
(a)    (i) Any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt, vesting or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, shall be paid to the Company, and (i) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (y) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company or any Affiliate, or which is inimical, contrary or harmful to the interests of the Company or any Affiliate, as further defined by the Committee or (z) the Holder incurs a Termination of Service for Cause; and
(b)    All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt, vesting or exercise of any Award or upon the receipt or resale of any Shares

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underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including any claw-back policy adopted in recognition of events affecting the financial statements of the Company or to comply with the requirements of Applicable Law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.
11.6.      Option Repricing.
Except as provided in Section 13.2, the Committee (a) may not (i) authorize the amendment of any outstanding Option or Share Appreciation Right to reduce its price per share or (ii) cancel any Option or Share Appreciation Right in exchange for cash or another Award when the Option or Share Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares, in either case, without approval of the shareholders of the Company; and (b) shall have the authority, without the approval of the shareholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award. The Committee may take any action permitted by this Section 11.6 in connection with a transaction described in Section 13.2 or at any other time determined by the Committee, subject only to any limitations specifically provided by Applicable Laws.
ARTICLE 12.     
Administration
12.1.      Administrator.
The Committee shall administer the Plan (except as otherwise permitted herein). Additionally, to the extent the Board deems necessary to comply with Applicable Law, each of the individuals constituting the Committee shall be an “independent director” under the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.1 or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board.
12.2.      Duties and Powers of Committee.
It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Award Agreement; provided that the rights or obligations of the Holder of the Award that is the subject of any such Award Agreement are not affected adversely in a material manner by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 11.5 or Section 13.10. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Share Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.
12.3.      Action by the Committee.

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Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.
12.4.      Authority of Administrator.
Subject to the Company’s Memorandum of Association and Bye-laws, the Committee’s charter and any specific designation in the Plan, the Committee has the exclusive power, authority and sole discretion to:
(a)    Designate Eligible Individuals to receive Awards;
(b)    Determine the type or types of Awards to be granted to each Eligible Individual;
(c)    Determine the number of Awards to be granted and the number of Shares to which an Award will relate;
(d)    Determine the terms and conditions of any Award granted pursuant to the Plan, including the exercise price, grant price, purchase price, any Performance Criteria, any Performance Goal, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;
(e)    Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, repurchased or surrendered;
(f)    Prescribe the form of each Award Agreement, which need not be identical for each Holder;
(g)    Decide all other matters that must be determined in connection with an Award;
(h)    Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;
(i)    Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement;
(j)    Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan;
(k)    Correct any defect or supply any omission or reconcile any inconsistency in the Plan or any Award Agreement in such manner and to the extent the Committee deems necessary or desirable in order to carry out the purposes and intent of the Plan; and
(l)    Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject to whatever terms and conditions it selects and Section 13.2.
12.5.      Decisions Binding.

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The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding and conclusive on all parties.
12.6.      Delegation of Authority.
To the extent permitted by Applicable Law and applicable securities exchange rules and regulations, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company (or any of its Subsidiaries) the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 12 and Article 11 above; provided , however , that any such officer of the Company (or Director) (or any of the Company’s Subsidiaries) to whom authority to grant or amend Awards has been delegated may not grant Awards to himself or herself hereunder. The Committee may designate professional advisors to assist the Committee in the administration of the Plan (to the extent permitted by Applicable Law and applicable securities exchange rules and regulations). Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board and the Committee. Notwithstanding anything to the contrary in Section 13.9, this Section 12.6 and all matters relating to the authority of the Board, the Committee or any of their respective delegatee(s) to grant or amend Awards under the Plan shall be governed and interpreted in accordance with the laws of Bermuda without regard to conflicts of laws thereof or of any other jurisdiction.
12.7.      Liability and Indemnification.
The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to Section 12.6 above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer or former officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it. To the maximum extent allowable pursuant to Applicable Law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Bye-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
ARTICLE 13.     
Miscellaneous provisions
13.1.      Amendment, Suspension or Termination of the Plan.
Except as otherwise provided in this Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without approval of the Company’s shareholders given within twelve (12) months before or after the action by the Committee, no action of the Committee may, except as provided in Section 13.2, increase the limits imposed in

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Section 3.1 on the maximum number of Shares which may be issued under the Plan. Except as provided in Section 11.5 and Section 13.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the date the Plan is first adopted by the Board (the “ Expiration Date ”). Any Awards that are outstanding as of the Expiration Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.
13.2.      Changes in Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.
(a)    In the event of any share dividend, bonus issuance, share split, share consolidation or exchange of shares, merger, amalgamation, consolidation, reorganization or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the shares in the Company’s share capital or the price of the Company’s shares (other than an Equity Restructuring), the Committee may, subject to Applicable Law, make equitable adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including any adjustments to the limitations in Section 3.1 on the maximum number and kind of Shares which may be issued under the Plan, and adjustments of the Award Limit; (i) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (i) the number and kind of Shares (or other securities or property) for which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6; (i) the terms and conditions of any outstanding Awards (including any applicable performance targets or criteria with respect thereto); and (i) the grant or exercise price per share for any outstanding Awards under the Plan.
(b)    In the event of any transaction or event described in Section 13.2(a) or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:
(i)    To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2 the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment) or (A) the replacement of such Award with other rights or property selected by the Committee, in its sole discretion, having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested;
(ii)    To provide that such Award be assumed by the successor or survivor corporation or company, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards 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 prices;
(iii)    To make adjustments in the number and type of shares in the Company’s capital (or other securities or property) subject to outstanding Awards, and in the number and kind of issued and outstanding Restricted Shares or Deferred Shares and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;

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(iv)    To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and
(v)    To provide that the Award cannot vest, be exercised or become payable after such event.
(c)    In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Section 13.2(a) and 13.2(b), the Committee shall equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of securities subject to each outstanding Award and/or the exercise price or grant price thereof, if applicable, the grant of new Awards to Holders, and/or the making of a cash payment to Holders, as the Committee deems appropriate to reflect such Equity Restructuring. The adjustments provided under this Section 13.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company; provided that whether an adjustment is equitable shall be determined in the discretion of the Committee.
(d)    Except as otherwise set forth in the applicable Award Agreement or determined by the Committee, in the event of a Change in Control, each outstanding Award shall continue in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation.
(e)    In the event that the successor corporation in a Change in Control refuses to assume or substitute for the Award, the Committee may cause any or all of such Awards to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Committee shall in writing or electronically notify the Holder that the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award shall terminate upon the expiration of such period.
(f)    For the purposes of this Section 13.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of Common Shares for each Common Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the issued and outstanding Common Shares); provided , however , that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Shares in the Change in Control.
(g)    The Committee, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.
(h)    No adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code.
(i)    The existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger, amalgamation or consolidation of the Company, any issue of shares or of options, warrants or rights to purchase shares or of bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Shares or the rights thereof or which are convertible into or exchangeable for Shares, or the dissolution or

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liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
(j)    No action shall be taken under this Section 13.2 which shall cause an Award to fail to be exempt from or comply with Section 409A or 457A of the Code or the Treasury Regulations thereunder.
(k)    In the event of any pending share dividend, bonus issuance, share split, share consolidation or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Common Shares or the share price of the Common Shares (including any Equity Restructuring), for reasons of administrative convenience, the Company in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.
13.3.      Approval of Plan by Shareholders.
The Plan shall be submitted for the approval of the Company’s shareholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such shareholder approval; provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the shareholders; and provided , further , that if such approval has not been obtained at the end of said twelve (12) month period, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.
13.4.      No Shareholders Rights.
Except as otherwise provided herein, a Holder shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.
13.5.      Paperless Administration.
In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.
13.6.      Effect of Plan upon Other Compensation Plans.
The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including the grant or assumption of options in connection with the acquisition by purchase, lease, merger, amalgamation, consolidation or otherwise, of the business, stock, shares or assets of any corporation, partnership, limited liability company, firm or association.
13.7.      Compliance with Laws.
The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including any state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such

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2014 Equity Incentive Award Plan

restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.
13.8.      Titles and Headings, References to Sections of the Code or Exchange Act.
The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.
13.9.      Governing Law.
Subject to the last sentence of Section 12.6, the Plan and any agreements hereunder shall be administered, interpreted and enforced under Delaware law without regard to conflicts of laws thereof or of any other jurisdiction.
13.10.      Section 409A and Section 457A.
(a)    To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A or Section 457A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A or Section 457A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A and Section 457A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including any such regulations or other guidance that may be issued from time to time. For purposes of Section 409A of the Code, a Holder’s right to receive any installment payments under the Plan or pursuant to a Section 409A Covered Award shall be treated as a right to receive a series of separate and distinct payments.
(b)    Notwithstanding any provision of the Plan to the contrary or any Award Agreement, in the event the Committee determines that any Award may be subject to Section 409A or Section 457A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued from time to time), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A or Section 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A or Section 457A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Sections.
(c)    Notwithstanding any provision of the Plan to the contrary or any Award Agreement, if any Holder is deemed on the date of his or her “separation from service” (within the meaning of Treasury Regulations Section 1.409A-1(h)) with the Company or its Affiliates to be a “specified employee” (within the meaning of Treasury Regulations Section 1.409A-1(i)), then, with regard to any payment in respect of a Section 409A Covered Award that is payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment shall be made on the date that is the first day of the seventh month following the date of the Holder’s “separation from service” or, if earlier, on the date of the Holder’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section shall be paid to the Holder in a lump sum.
(d)    Notwithstanding any provision of the Plan to the contrary or any Award Agreement, a termination of employment shall not be deemed to have occurred for purposes of any provision of a Section 409A Covered Award providing for payment upon or following a termination of a Holder’s employment unless such termination is also a “separation from service” and, for purposes of any such provision of such Section 409A Covered Award, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

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2014 Equity Incentive Award Plan

(e)    The Company shall not have any obligation to indemnify or otherwise protect the Holder from any obligation to pay any taxes, interest or penalties pursuant to Section 409A or 457A of the Code.
13.11.      No Rights to Awards.
No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Eligible Individuals, Holders or any other persons uniformly.
13.12.      Unfunded Status of Awards.
The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Affiliate.
13.13.      Relationship to other Benefits.
No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
13.14.      Data Protection.
By participating in the Plan, each Holder shall consent to the holding and processing of personal information provided by such Holder to the Company, any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (i) administering and maintaining Holder records; (ii) providing information to the Company, Affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (iii) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Holder works; and (iv) transferring information about the Holder to any country or territory that may not provide the same protection for the information as the Holder’s home country.
13.15.      Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.
13.16.      Special Vesting Terms.
Notwithstanding any other provision of the Plan or any Award Agreement (subject to any provisions applicable to a Holder under an Award Agreement or individual agreement that contain vesting terms that are more favorable to the Holder than those set forth in this Section 13.16), if a Holder experiences a Termination of Employment as a result of a termination by the Company without “cause” (as defined in the Markit Key Employee Incentive Program) within 24 months after the Closing Date (as defined in the Agreement and Plan of Merger, dated as of March 20, 2016, among the Company, Marvel Merger Sub, Inc. and IHS Inc. (the “ Merger Agreement ”)), and such Termination of Employment is a direct result of the consummation of the Merger (as defined in the Merger Agreement), as determined in the sole discretion of the Company, then all Awards held by such Holder that were unvested as the Closing Date shall vest in full immediately on the date of such Termination of Employment and any Options held by such Holder as of the Closing Date shall remain exercisable until the earlier of (i) 12 months following the date such Termination of Employment or (ii) the expiration of the original stated term for such Option set forth in the applicable Award Agreement.

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2014 Equity Incentive Award Plan

13.17.      Release.
For the avoidance of doubt, if any Award vests or matures in connection with a Termination of Employment, including, without limitation, pursuant to Section 13.16, such vesting or maturity shall not be effected until after the Holder executes a release of claims in favor of the Company and its Affiliates in a form provided by the Company and any applicable revocation period expires; provided that such vesting or maturity date occurs within 60 days of the date of such Termination of Employment and, if such 60th day occurs the next following tax year of the Holder, the vesting or maturity date shall occur in such next following tax year.
* * * * *


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Exhibit 10.2

IHS MARKIT LTD. RESTRICTED SHARE UNIT GRANT NOTICE AND
RESTRICTED SHARE UNIT AGREEMENT
UNDER THE
IHS MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN


IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “ Company ”), pursuant to its 2014 Equity Incentive Award Plan (the “ Plan ”), hereby grants to the individual listed below (“ you ” or the “ Holder ”) an Award of Restricted Share Units (“ RSUs ”) indicated below, which RSUs shall be subject to vesting based on your continued employment with the Company (or any Affiliate thereof), as provided herein. This award of RSUs, together with any accumulated Dividend Equivalents as provided herein (the “ Award ”), is subject to all of the terms and conditions as set forth herein, and in the Restricted Share Unit Agreement attached hereto as Exhibit A (the “ Agreement ”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Share Unit Grant Notice (the “ Grant Notice ”) and the Agreement.

Holder:
Participant Name
 
 
Employee ID:
Employee ID
 
 
Grant Date:
Grant Date
 
 
Number of RSUs:
Number of Awards Granted
 
 
Vesting Schedule:
# Units Vesting
 
Vest Date
 
[insert actual units and vest dates here]

By your submission of your electronic acceptance of the Award or, if required by applicable law, by your signature below, subject to this Grant Notice as designated by the Company, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. You agree to access copies of the Plan and the prospectus governing the Plan (collectively, the “ Plan Documents ”) on the Company’s intranet or on the website of the Company's designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company's corporate offices. YOU MUST ACCEPT THIS AWARD BY THE DATE DETERMINED AND COMMUNICATED TO YOU BY THE COMPANY BUT IN ANY EVENT NO LATER THAN TWO (2) MONTHS AFTER THE GRANT DATE OR THE AWARD WILL AUTOMATICALLY BE CANCELLED.
You have reviewed this Grant Notice, the Agreement and the Plan Documents in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Award subject hereto and fully understand all provisions of this Grant Notice, the Agreement and the Plan. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to the Plan, this Grant Notice or the Agreement.
IN WITNESS WHEREOF , the undersigned has executed this Grant Notice effective as of the Grant Date.





HOLDER Participant Name

By: __________________________
Print Name:
Address:
 

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EXHIBIT A

TO RESTRICTED SHARE UNIT GRANT NOTICE

RESTRICTED SHARE UNIT AGREEMENT

Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to you the right to receive a number of RSUs set forth in the Grant Notice, together with Dividend Equivalents, if any, to the extent provided in Section 2(f) below, subject to all of the terms and conditions set forth in this Agreement and the Grant Notice. The Award is also subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between your employment agreement with the Company, the Plan and this Agreement, the terms of your employment agreement and the Plan shall control, in that order. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice, as applicable.
Terms and Conditions
   
I. Grant of RSUs . Effective as of the grant date set forth in the Grant Notice (the “ Grant Date ”), and subject to the terms and conditions set forth in the Plan and this Agreement, the Company has granted to you, pursuant to the Grant Notice and the Plan, the number of RSUs set forth in the Grant Notice and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, subject to the restrictions, terms and conditions set forth in this Agreement and the Plan. Each RSU represents the right to receive one Share at the time provided for herein, together with any Dividend Equivalent issued in respect thereof. Your right to receive Shares and Dividend Equivalents, if any, under this Agreement shall be no greater than the right of any unsecured general creditor of the Company.
2.     RSUs .
(a)     Rights as a Shareholder . You shall have no rights of a shareholder with respect to the Shares represented by RSUs, including, but not limited to, the right to vote and to receive dividends, unless and until such Shares are transferred to you pursuant to the Plan and this Agreement.
(b)     Vesting and Payment . Subject to Section 2(c) below and the other terms and conditions of this Agreement, the RSUs and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, shall become vested in accordance with the vesting schedule set forth in the Grant Notice (but will remain subject to the terms of this Agreement and the Plan), provided that you have not experienced a Termination of Service prior to the applicable vesting date. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the applicable vesting date. Subject to the terms of this Agreement and the Plan, the Shares and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, shall be delivered and paid to you as soon as practicable following the applicable vesting date. In the event that you are a resident of a country where applicable local law requires the Award to be settled in cash, the Company will settle the RSUs and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, in a cash payment to you. In its sole discretion, the Company may elect to deliver the Shares to you by book-entry in the Company’s books or by electronic delivery to a brokerage account established for your benefit at a financial/brokerage firm selected by the Company. You agree to complete and sign any documents and take any additional action that the financial/brokerage firm designated by the Company may request to enable the Company to deliver the Shares on your behalf. The date of settlement shall not be later than 2½ months after the later of (x) the end of the Company’s fiscal year in which the applicable vesting date occurs or (y) the end of the calendar year in which the applicable vesting date occurs.

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(c)     Forfeiture . Upon your Termination of Service for any reason, other than your death or Disability, any and all unvested RSUs, together with all unvested accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, shall automatically be cancelled for no consideration, and shall cease to be outstanding. For avoidance of doubt, should you cease to be an Employee but otherwise continue in service as a contractor or consultant, you will forfeit any and all unvested RSUs unless otherwise approved by the Committee. In the event of your Termination of Service prior to the applicable vesting date due to your death or Disability, the unvested RSUs shall vest and be free of restrictions on the date of your Termination of Service due to death or Disability.
(d)     Restriction on Transfer of RSUs . No RSUs shall be transferable by you other than by will or by the laws of descent and distribution. Any attempt to transfer the RSUs other than in accordance with the expressed terms of the Plan shall be void.
(e)      Certain Legal Restrictions . The Plan, this Agreement, the granting, vesting and settlement of the RSUs and Dividend Equivalents, if any, to the extent provided in Section 2(f) below, and any obligations of the Company under the Plan and this Agreement, shall be subject to all applicable federal, foreign, provincial, state and local laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed.
(f)     Dividend Equivalents . During the period from the Grant Date through the date on which Shares underlying vested RSUs are issued to you pursuant to Section 2(b), the Company may credit the Holder with Dividend Equivalents equal to the dividends the Holder would have received if the Holder had been the actual record owner of the underlying Shares on each dividend record date. If a dividend on the Shares is payable wholly or partially in Shares, the Dividend Equivalent representing that portion shall be in the form of additional RSUs, credited on a one-for-one basis. If a dividend on the Shares is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall also be in the form of cash, and the Holder shall be treated as being credited with any cash dividends, without earnings, until settlement pursuant to Section 2(b) above. If a dividend on Shares is payable wholly or partially in a form other than cash or Shares, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions as the RSUs originally awarded pursuant to the Grant Notice and this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original RSU Award.
(g)     Corporate Events . Except as otherwise provided in the Grant Notice or this Agreement, the provisions of Section 13.2 of the Plan shall apply to the RSUs and Dividend Equivalents, if any, to the extent provided in Section 2(f).
3.     Withholding of Taxes . You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award or the vesting and payout of the RSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the RSUs; (b) the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes.

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Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are repurchased by the Company solely for the purpose of paying the taxes.
You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility.
If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in more than one jurisdiction.

4.     Provisions of Employment Agreement and Plan Control . This Agreement is subject to (i) your employment agreement with the Company and (ii) all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that any provision of this Agreement conflicts or is inconsistent with the provisions of your employment agreement with the Company or the terms set forth in the Plan, the provisions of your employment agreement with the Company and the terms set forth in the Plan shall control, in that order of priority, and this Agreement shall be deemed to be modified accordingly.
5.     Entire Agreement . This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Holder with respect to the subject matter hereof.
6.     Notices . Any notice or communication given hereunder shall be in writing or by electronic means as set forth in Section 16 below and, if in writing, shall be deemed to have been duly given: (i) when delivered in person; (ii) five (5) business days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:
Corporate Human Resources
IHS Markit
15 Inverness Way East
Englewood, Colorado 80112
Telephone No. 303-397-7977
E-mail: stock@ihsmarkit.com

If to the Holder, to the address on file with the Company.

7.     Data Protection . By participating in the Plan and entering into this Agreement, you hereby acknowledge the holding and processing of personal information provided by you to the Company, any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (i) administering and maintaining your records; (ii)

5



providing information to the Company, Affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (iii) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Holder works; (iv) using information for communication and other administrative purposes; and (v) transferring information about the Holder to any country or territory that may not provide the same protection for the information as the Holder’s home country. Personal information may include, but shall not be limited to:

•
Personal data: Name, address, telephone number, email address, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, age, language skills, driver’s license information, birth certificate and employee number.
•
Employment information: Curriculum vitae or resume, earnings history, employment references, job title, employment or severance agreement, plan or benefit enrollment forms and elections and equity compensation or benefit statements.
•
Financial information: Current earnings and benefit information, personal bank account number, brokerage account information, tax related information and tax identification number.

The Company may, from time to time, process and transfer this or other information for internal compensation and benefit planning (specifically, for enrollment purposes in the Plan and the administration of the Plan), to determine training needs, to develop a global human resource database and to evaluate skill utilization.

8.     Whistleblower Protection; Defend Trade Secrets Act .
(a)    Nothing in this 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 Securities and Exchange Commission (the “ SEC ”), any other federal, state or local governmental agency or commission (“ Government Agency ”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency or self-regulatory organization.
(b)    Further, nothing in this Agreement precludes you from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. However, once this Agreement becomes effective, you may not receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that you filed or is filed on your behalf.
(c)    Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto 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 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 the Company for reporting a suspected violation of law as contemplated by the preceding sentence, you may disclose the relevant trade secret to your attorney and may use such trade secret in the ensuing court proceeding, if you (X) file any document containing such trade secret under seal and (Y) do not disclose such trade secret, except pursuant to court order.
9.     Clawback Upon Breach of Certain Restrictive Covenants . Subject to Section 8 and applicable local law, your breach of any non-competition, non-solicitation, confidentiality, non-

6



disparagement, assignment of inventions, other intellectual property or other restrictive covenant agreement, including this Section 9 and any existing employment or similar agreement, which you are a party to with the Company or any Affiliate, in addition to whatever other equitable relief or monetary damages that the Company or any Affiliate may be entitled to, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) and any amounts or benefits arising from this Award held by you. For the avoidance of doubt, this Section 9 expressly permits the Company to recoup or clawback the value of any compensation that you receive under this Award, should you breach any of the foregoing covenants. If you are an individual to whom the Company’s Policy on Recovery of Incentive Compensation (or any similar policy then in effect) applies, this Section 9 will apply to you in addition to such policy. Without limiting the generality of the foregoing:
(a)     Non-Competition . You acknowledge and agree that the Company is engaged in a highly competitive business and that, given your position and resultant responsibilities with the Company or any Affiliate and your access to Proprietary Information, your engaging in any business that is directly competitive with the Company or any Affiliate would cause it great and irreparable harm. Accordingly, you agree that, during your employment by the Company or any Affiliate and continuing one year thereafter, you will not, without the express written consent of the Company or any Affiliate, directly or indirectly, own, manage, operate, control, or be employed by any entity engaged in such segment(s) of the Company’s and/or any Affiliate’s business for which you had responsibility or about which you had knowledge of, or access to, Proprietary Information while employed by the Company or any Affiliate. If any restriction set forth in this Section 9(a) is found to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. You understand and agree that these obligations shall not expire and shall be tolled during, and so extended by the length of, any period in which you are in non-compliance. “ Proprietary Information ” as used herein shall mean the confidential and/or proprietary knowledge, data, or information of the Company or any Affiliate, in whatever form. By way of illustration, but not limitation, “ Proprietary Information ” includes, as permitted by local law: (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (b) information regarding research, development, new products and/or services, marketing and selling, business plans, budgets and unpublished financial information, licenses, prices and costs, suppliers, customers, contractors, and consultants; and (c) information regarding the skills and compensation of other employees of the Company or any Affiliate. You acknowledge and agree that the Proprietary Information is not generally known or available to the public and has been acquired, compiled, and developed by the Company or any Affiliate at their great effort and expense, and that the Company and its Affiliates are engaged in a highly competitive business and that their competitive position and commercial value depends upon their ability to maintain the confidentiality of the Proprietary Information. You further acknowledge and agree that improperly disclosing, divulging, revealing or using any of the Proprietary Information will be highly detrimental to the Company and its Affiliates, and that serious loss of business and damage would result.
(b)     Non-Solicitation . During your employment by the Company or any Affiliate and continuing one year thereafter, you will not directly or indirectly induce: (a) any employee of the Company or any Affiliate to terminate or negatively alter his or her relationship with the Company or any Affiliate; or (b) any actual or prospective customer, supplier, vendor, consultant, or contractor of the Company or any Affiliate to terminate or negatively alter his, her, or its actual or potential relationship with the Company or any Affiliate. If any restriction set forth in this Section 9(b) is found to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.  You understand and agree that these obligations shall not expire and shall be tolled during, and so extended by the length of, any period in which you are in non-compliance.

7



(c)     Confidentiality . Subject to Section 8, at all times during and after your employment, you will hold in strictest confidence and will not indirectly or directly disclose or use any of the Proprietary Information (as defined above), except as may be required by your work for the Company or any Affiliate.
10.     Acquired Rights . In accepting the Award, you acknowledge that:
(a)    the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;
(b)    the Award of RSUs is voluntary and occasional and does not create any contractual or other right to receive future Awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the past;
(c)    all decisions with respect to future Awards, if any, will be at the sole discretion of the Company;
(d)    your participation in the Plan is voluntary;
(e)    the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to your actual employer, and RSUs are outside the scope of your employment contract, if any;
(f)    the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(g)    neither the RSUs nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that you are not an employee of the Company or any subsidiary of the Company, the RSUs shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate;
(h)    the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(i)    the value of Shares acquired on vesting of RSUs may increase or decrease in value;
(j)    no claim or entitlement to compensation or damages arises from the termination of the RSUs, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the RSUs or Shares received upon the vesting of the RSUs resulting from the termination of your entitlement by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; and
(k)    in the event of a termination of your employment (whether or not in breach of local labor laws), your right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date of your actual termination of employment and will include any notice period mandated under local law (e.g., any period of “garden leave” or other similar notice period pursuant to local law);

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furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to receive Shares pursuant to the RSUs after termination of employment, if any, will be measured by the date of your actual termination of employment and will include any notice period mandated under local law.
11.     Language . If you have received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
12.      No Guaranteed Employment . Nothing contained in this Agreement or in the Grant Notice (including, for the avoidance of doubt, the vesting schedule set forth in the Grant Notice) shall affect the right of the Company or any of its Affiliates to terminate the Holder’s employment at any time, with or without Cause, or shall be deemed to create any rights to or any express or implied promise of employment or continued employment. The rights and obligations arising under this Agreement are not intended to and do not affect the Holder’s employment relationship that otherwise exists between the Holder and the Company or any of its Affiliates, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Holder and the Company or any of its Affiliates; to the extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take priority.
13.     Power of Attorney . The Company (including its successors and assigns) is hereby appointed the attorney-in-fact, with full power of substitution, of the Holder for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for the Holder, may in the name and stead of the Holder, make and execute all conveyances, assignments and transfers of the RSUs, Dividend Equivalents, other property issued in respect of such RSUs, Shares and any property provided for herein, and the Holder hereby ratifies and confirms that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, the Holder shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.
14.     WAIVER OF JURY TRIAL . EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.
15.     Interpretation . All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.
16.     Mode of Communications . The Holder agrees, to the fullest extent permitted by applicable law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company or any of its Affiliates may deliver in connection with this grant of RSUs, including, without limitation, prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. The Holder further agrees that electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or the online brokerage account system.

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17.     No Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
18.     Severability . If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of this Agreement shall not affect the legality, enforceability or validity of any other provision of this Agreement.
19.     Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.
20.     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of New York located in the borough of Manhattan in New York City in respect of the interpretation and enforcement of the provisions of this Agreement. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such action, suit or proceeding and agrees that the mailing of process or other papers in connection with any such action, suit, or proceeding in the manner provided in Section 6 hereof or in such other manner as may be permitted by law shall be valid and sufficient service thereof.
21.     Miscellaneous .
(a)    This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any Affiliate by which the Holder is employed, and require such successor to expressly assume and agree in writing to perform, this Agreement.
(b)    The Holder agrees that the Award of the RSUs hereunder is special incentive compensation and that it, any Dividend Equivalents or any other property issued in respect of such RSUs will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company, unless specifically provided in the applicable plan.
(c)    No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
22.     Section 409A and Section 457A . To the extent the Committee determines that any payment under this Agreement is subject to Section 409A or Section 457A of the Code, the provisions of

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Section 13.10 of the Plan (including, without limitation, the six-month delay relating to “specified employees”) shall apply.


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Exhibit 10.3

IHS MARKIT LTD. PERFORMANCE SHARE UNIT GRANT NOTICE AND
PERFORMANCE SHARE UNIT AGREEMENT
UNDER THE
IHS MARKIT LTD. 2014 EQUITY INCENTIVE AWARD PLAN
IHS Markit Ltd., an exempted company incorporated under the laws of Bermuda (the “ Company ”), pursuant to its 2014 Equity Incentive Award Plan (the “ Plan ”), hereby grants to the individual listed below (“ you ” or the “ Holder ”) an Award of Restricted Share Units which vest based on the achievement of performance criteria (“ Performance Share Units ” or “ PSUs ”) indicated below, which PSUs shall be subject to vesting based on your continued employment with the Company (or any Affiliate thereof), as provided herein. This award of PSUs, together with any accumulated Dividend Equivalents as provided herein (the “ Award ”), is subject to all of the terms and conditions as set forth herein, and in the Performance Share Unit Agreement attached hereto as Exhibit A (the “ Agreement ”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Share Unit Grant Notice (the “ Grant Notice ”) and the Agreement.
Holder:
Participant Name
 
 
Employee ID:
Employee ID
 
 
Grant Date:
Grant Date
 
 
Number of PSUs granted at “Target” performance level (Target Number of Units Granted):
Number of Awards Granted
 
 
Vesting Schedule:
# Units Vesting
 
Vest Date
 
[insert actual units and vest dates here]
 
 
 
 
Performance Measures:
Three-Year Cumulative Adjusted EBITDA and Three-Year Cumulative Adjusted EPS with a Three-Year TSR Multiple, as set forth in “Vesting and Payment” in the Agreement
By your submission of your electronic acceptance of the Award or, if required by applicable law, by your signature below, subject to this Grant Notice as designated by the Company, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. You agree to access copies of the Plan and the prospectus governing the Plan (collectively, the “ Plan Documents ”) on the Company’s intranet or on the website of the Company's designated brokerage firm. Paper copies are also available upon request to the Secretary of the Company at the Company's corporate offices. YOU MUST ACCEPT THIS AWARD BY THE DATE DETERMINED AND COMMUNICATED TO YOU BY THE COMPANY BUT IN ANY EVENT NO LATER THAN TWO (2) MONTHS AFTER THE GRANT DATE OR THE AWARD WILL AUTOMATICALLY BE CANCELLED.
You have reviewed this Grant Notice, the Agreement and the Plan Documents in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice or accepting the Award subject hereto and fully understand all provisions of this Grant Notice, the Agreement and the Plan. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to the Plan, this Grant Notice or the Agreement.





IN WITNESS WHEREOF , the undersigned has executed this Grant Notice effective as of the Grant Date.  
HOLDER Participant Name

By: __________________________
Print Name:
Address:
 


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EXHIBIT A
TO PERFORMANCE SHARE UNIT GRANT NOTICE
PERFORMANCE SHARE UNIT AGREEMENT
Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to you the right to receive a number of PSUs set forth in the Grant Notice, together with Dividend Equivalents, if any, to the extent provided in Section 2(f) below, subject to all of the terms and conditions set forth in this Agreement and the Grant Notice. The Award is also subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between your employment agreement with the Company, the Plan and this Agreement, the terms of your employment agreement and the Plan shall control, in that order. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice, as applicable.
Terms and Conditions
I. Grant of PSUs . Effective as of the grant date set forth in the Grant Notice (the “ Grant Date ”), and subject to the terms and conditions set forth in the Plan and this Agreement, the Company has granted to you, pursuant to the Grant Notice and the Plan, the number of PSUs set forth in the Grant Notice and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, subject to the restrictions, terms and conditions set forth in this Agreement and the Plan. Each PSU represents the right to receive one Share at the time provided for herein, together with any Dividend Equivalent issued in respect thereof. Your right to receive Shares and Dividend Equivalents, if any, under this Agreement shall be no greater than the right of any unsecured general creditor of the Company.
2.     PSUs .
(a)     Rights as a Shareholder . You shall have no rights of a shareholder with respect to the Shares represented by PSUs, including, but not limited to, the right to vote and to receive dividends, unless and until such Shares are transferred to you pursuant to the Plan and this Agreement.
(b)     Vesting and Payment . To the extent the performance objectives described in Section 2(b)(i) below (collectively, the “ Performance Objectives ”) are satisfied as of the completion of the performance period for this Award (the “ Performance Period ”), this Award will become vested and free of restrictions in accordance with Section 2(b)(ii) below, as of the date the Committee makes the determination referenced in Section 2(b)(iii) below (the “ Performance Vesting Date ”), subject to the provision on Termination of Service below. The Performance Period begins December 1, 2018 and ends November 30, 2021.
(i)      Performance Objectives . The Committee has established “performance objectives” for this Award to be (A) cumulative Adjusted EBITDA (as defined below) of the Company during the Performance Period (the “ Three-Year Cumulative Adjusted EBITDA ”), (B) cumulative Adjusted EPS (as defined below) of the Company during the Performance Period (the “ Three-Year Cumulative Adjusted EPS ”), and (C) the total shareholder return (“ TSR ”) of the Company compared to the companies that are included in the Standard & Poor’s 500 Index (the “ S&P 500 Index” ) at the beginning of the TSR Rank Measurement Period (the “ Three-Year TSR Multiple ”). The numerical goals for the Core Metrics and the Three-Year TSR Multiple will be provided to you in a separate communication from the Company (the “ Metrics Summary ”). The Three-Year Cumulative Adjusted EBITDA and Three-Year Cumulative Adjusted EPS are each a “ Core Metric ” and together, the “ Core Metrics .”
“Adjusted EBITDA” means “Adjusted EBITDA” as determined and reported by the Company in its earnings release for the most recently completed fiscal year in the Performance Period.
“Adjusted EPS” means “Adjusted EPS” or “Adjusted earnings per diluted share” as determined and reported by the Company in its earnings release for the most recently completed fiscal year in the Performance Period.
“ TSR Rank ” for the Performance Period means the aggregate TSR of Company common shares over the period beginning December 1, 2018 and ending on November 30, 2021 (the “ TSR Rank

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Measurement Period ”), compared to the TSR over the same period for the S&P 500 Index. TSR will be calculated using a beginning price equal to the average price of Company common shares and the S&P 500 Index over the period of twenty (20) trading days immediately prior to December 1, 2018 and an ending price equal to the average price over the period of twenty (20) trading days immediately prior to November 30, 2021, and accounting for reinvestment of any dividends over this period. For purposes of this provision, TSR will be calculated using the average of the closing prices for the applicable periods.
“ Target Number of Units Granted ” means the number of PSUs granted at “Target” performance level as stated in the Grant Notice. The Target Number of Units Granted represents Shares that will be earned should each of the Three-Year Cumulative Adjusted EBITDA and the Three-Year Cumulative Adjusted EPS be met at a “Target” performance level and the Company’s TSR Rank is at the 50 th percentile and you remain employed through the vesting period.
In addition, anything herein to the contrary notwithstanding, in the event at any time on or prior to November 30, 2021 the Company adopts converged accounting standards as outlined in the FASB and IASB project calendar or changes its financial reporting from US GAAP to IFRS, Adjusted EBITDA and Adjusted EPS shall be calculated for purposes of determining whether the applicable Performance Objective has been satisfied on the basis of US GAAP as in effect and applied immediately before such change to converged standards or to IFRS shall have become effective.
(ii)      Performance-Based Vesting . Subject to the provision on Termination of Service below and to Section 2(b)(iii) below, the PSUs covered by this Award that will vest and become free of restrictions on the Performance Vesting Date will be calculated as set forth on Annex A attached hereto. The calculation provided on Annex A may allow for the partial or full vesting of this Award based upon the level of achievement of the Performance Objectives.
(iii)      Committee Determination . Prior to the PSUs covered by this Award vesting and becoming free of restrictions, the Committee must determine in writing that the Performance Objectives were, in fact, satisfied, which determination will be made on such date specified by the Committee.
(iv)    Subject to the terms of this Agreement and the Plan, the Shares and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, shall be delivered and paid to you as soon as practicable following the applicable Performance Vesting Date. In the event that you are a resident of a country where applicable local law requires the Award to be settled in cash, the Company will settle the PSUs and accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, in a cash payment to you. In its sole discretion, the Company may elect to deliver the Shares to you by book-entry in the Company’s books or by electronic delivery to a brokerage account established for your benefit at a financial/brokerage firm selected by the Company. You agree to complete and sign any documents and take any additional action that the financial/brokerage firm designated by the Company may request to enable the Company to deliver the Shares on your behalf. The date of settlement shall not be later than 2½ months after the later of (x) the end of the Company’s fiscal year in which the applicable vesting date occurs or (y) the end of the calendar year in which the applicable vesting date occurs.
(c)     Forfeiture . Upon your Termination of Service for any reason, other than your death or Disability, any and all unvested PSUs, together with all unvested accumulated Dividend Equivalents, if any, to the extent provided in Section 2(f) below, shall automatically be cancelled for no consideration, and shall cease to be outstanding. For avoidance of doubt, should you cease to be an Employee but otherwise continue in service as a contractor or consultant, you will forfeit any and all unvested PSUs unless otherwise approved by the Committee. In the event of your Termination of Service prior to the Performance Vesting Date due to your death or Disability, the unvested PSUs shall vest and be free of restrictions on the date of your Termination of Service due to death or Disability to such extent as if all Performance Objectives had been fully satisfied at “Target” performance level.
(d)     Restriction on Transfer of PSUs . No PSUs shall be transferable by you other than by will or by the laws of descent and distribution. Any attempt to transfer the PSUs other than in accordance with the expressed terms of the Plan shall be void.

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(e)     Certain Legal Restrictions . The Plan, this Agreement, the granting, vesting and settlement of the PSUs and Dividend Equivalents, if any, to the extent provided in Section 2(f), and any obligations of the Company under the Plan and this Agreement, shall be subject to all applicable federal, foreign, provincial, state and local laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed.
(f)     Dividend Equivalents . During the period from the Grant Date through the date on which Shares underlying vested PSUs are issued to you pursuant to Section 2(b), i n the case of Share dividends, the number of PSUs subject to this Award may be increased or decreased by the number of Shares you would have received on the date of payment of the dividend with respect to the number of Shares underlying the unvested PSUs under this Award on such date at the applicable performance level. For the avoidance of doubt, any additional PSUs shall be subject to the same vesting requirements and restrictions as the unvested PSUs. In the case of cash dividends, you will be credited with cash dividends, without earnings, payable on the number of Shares that vest pursuant to Section 2(b) above. If a dividend on Shares is payable wholly or partially in a form other than cash or Shares, the Committee may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions as the PSUs originally awarded pursuant to the Grant Notice and this Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original PSU Award.
(g)     Corporate Events . Except as otherwise provided in the Grant Notice or this Agreement, the provisions of Section 13.2 of the Plan shall apply to the PSUs and Dividend Equivalents, if any, to the extent provided in Section 2(f).
3.     Withholding of Taxes . You acknowledge that you are responsible to pay any and all applicable tax obligations, including withholding and other taxes, which may be due as a result of receipt of this Award or the vesting and payout of the PSUs that you receive under this Award. You acknowledge and agree that the payment of such tax obligations may be made by any one or a combination of the following methods, as determined by the Company or the Committee: (a) the Company’s repurchase of Shares to be issued upon settlement of the PSUs; (b) the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); (c) direct payment by you to the Company; (d) payroll withholding from your wages or other cash compensation paid to you by the Company; or (e) any other method as the Company or Committee may elect in compliance with the Plan, the Code and applicable law. The Fair Market Value of the Shares that are repurchased, if applicable, will be determined as of the date when the taxes otherwise would have been withheld in cash, and will be applied as a credit against the taxes.
Depending on the withholding method, the Company may withhold or account for withholding taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates, including applicable maximum rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the common share equivalent. If the obligation for taxes is satisfied by the repurchase of Shares, you are deemed to have been issued the full number of Shares subject to the vested PSU, notwithstanding that a number of the Shares are repurchased by the Company solely for the purpose of paying the taxes.
You acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your responsibility.
If you are subject to tax liabilities in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for tax liability in more than one jurisdiction.
4.     Provisions of Employment Agreement and Plan Control . This Agreement is subject to (i) your employment agreement with the Company and (ii) all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations

5

and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that any provision of this Agreement conflicts or is inconsistent with the provisions of your employment agreement with the Company or the terms set forth in the Plan, the provisions of your employment agreement with the Company and the terms set forth in the Plan shall control, in that order of priority, and this Agreement shall be deemed to be modified accordingly.
5.     Entire Agreement . This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Holder with respect to the subject matter hereof.
6.     Notices . Any notice or communication given hereunder shall be in writing or by electronic means as set forth in Section 16 below and, if in writing, shall be deemed to have been duly given: (i) when delivered in person; (ii) five (5) business days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
If to the Company, to:
Corporate Human Resources
IHS Markit
15 Inverness Way East
Englewood, Colorado 80112
Telephone No. 303-397-7977
E-mail: stock@ihsmarkit.com
If to the Holder, to the address on file with the Company.
7.     Data Protection . By participating in the Plan and entering into this Agreement, you hereby acknowledge the holding and processing of personal information provided by you to the Company, any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (i) administering and maintaining your records; (ii) providing information to the Company, Affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (iii) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Holder works; (iv) using information for communication and other administrative purposes; and (v) transferring information about the Holder to any country or territory that may not provide the same protection for the information as the Holder’s home country. Personal information may include, but shall not be limited to:
•
Personal data: Name, address, telephone number, email address, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, age, language skills, driver’s license information, birth certificate and employee number.
•
Employment information: Curriculum vitae or resume, earnings history, employment references, job title, employment or severance agreement, plan or benefit enrollment forms and elections and equity compensation or benefit statements.
•
Financial information: Current earnings and benefit information, personal bank account number, brokerage account information, tax related information and tax identification number.
The Company may, from time to time, process and transfer this or other information for internal compensation and benefit planning (specifically, for enrollment purposes in the Plan and the administration of the Plan), to determine training needs, to develop a global human resource database and to evaluate skill utilization.
8.     Whistleblower Protection; Defend Trade Secrets Act .
(a)     Nothing in this 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 Securities and Exchange Commission (the “ SEC ”), any other

6

federal, state or local governmental agency or commission (“ Government Agency ”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against you for any of these activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency or self-regulatory organization.
(b)    Further, nothing in this Agreement precludes you from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. However, once this Agreement becomes effective, you may not receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that you filed or is filed on your behalf.
(c)    Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto 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 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 the Company for reporting a suspected violation of law as contemplated by the preceding sentence, you may disclose the relevant trade secret to your attorney and may use such trade secret in the ensuing court proceeding, if you (X) file any document containing such trade secret under seal and (Y) do not disclose such trade secret, except pursuant to court order.
9.     Clawback Upon Breach of Certain Restrictive Covenants . Subject to Section 8 and applicable local law, your breach of any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions, other intellectual property or other restrictive covenant agreement, including this Section 9 and any existing employment or similar agreement, which you are a party to with the Company or any Affiliate, in addition to whatever other equitable relief or monetary damages that the Company or any Affiliate may be entitled to, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) and any amounts or benefits arising from this Award held by you. For the avoidance of doubt, this Section 9 expressly permits the Company to recoup or clawback the value of any compensation that you receive under this Award, should you breach any of the foregoing covenants. If you are an individual to whom the Company’s Policy on Recovery of Incentive Compensation (or any similar policy then in effect) applies, this Section 9 will apply to you in addition to such policy. Without limiting the generality of the foregoing:
(a)     Non-Competition . You acknowledge and agree that the Company is engaged in a highly competitive business and that, given your position and resultant responsibilities with the Company or any Affiliate and your access to Proprietary Information, your engaging in any business that is directly competitive with the Company or any Affiliate would cause it great and irreparable harm. Accordingly, you agree that, during your employment by the Company or any Affiliate and continuing one year thereafter, you will not, without the express written consent of the Company or any Affiliate, directly or indirectly, own, manage, operate, control, or be employed by any entity engaged in such segment(s) of the Company’s and/or any Affiliate’s business for which you had responsibility or about which you had knowledge of, or access to, Proprietary Information while employed by the Company or any Affiliate. If any restriction set forth in this Section 9(a) is found to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. You understand and agree that these obligations shall not expire and shall be tolled during, and so extended by the length of, any period in which you are in non-compliance. “Proprietary Information” as used herein shall mean the confidential and/or proprietary knowledge, data, or information of the Company or any Affiliate, in whatever form. By way of illustration, but not limitation, “Proprietary Information” includes, as permitted by local law: (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (b) information regarding research, development, new products and/or services, marketing and selling,

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business plans, budgets and unpublished financial information, licenses, prices and costs, suppliers, customers, contractors, and consultants; and (c) information regarding the skills and compensation of other employees of the Company or any Affiliate. You acknowledge and agree that the Proprietary Information is not generally known or available to the public and has been acquired, compiled, and developed by the Company or any Affiliate at their great effort and expense, and that the Company and its Affiliates are engaged in a highly competitive business and that their competitive position and commercial value depends upon their ability to maintain the confidentiality of the Proprietary Information. You further acknowledge and agree that improperly disclosing, divulging, revealing or using any of the Proprietary Information will be highly detrimental to the Company and its Affiliates, and that serious loss of business and damage would result.
(b)     Non-Solicitation . During your employment by the Company or any Affiliate and continuing one year thereafter, you will not directly or indirectly induce: (a) any employee of the Company or any Affiliate to terminate or negatively alter his or her relationship with the Company or any Affiliate; or (b) any actual or prospective customer, supplier, vendor, consultant, or contractor of the Company or any Affiliate to terminate or negatively alter his, her, or its actual or potential relationship with the Company or any Affiliate. If any restriction set forth in this Section 9(b) is found to be unenforceable because it extends for too long a period of time, over too great a range of activities, or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.  You understand and agree that these obligations shall not expire and shall be tolled during, and so extended by the length of, any period in which you are in non-compliance.
(c)     Confidentiality . Subject to Section 8, at all times during and after your employment, you will hold in strictest confidence and will not indirectly or directly disclose or use any of the Proprietary Information (as defined above), except as may be required by your work for the Company or any Affiliate.
10.     Acquired Rights . In accepting the Award, you acknowledge that:
(a)    the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;
(b)    the Award of PSUs is voluntary and occasional and does not create any contractual or other right to receive future Awards of PSUs, or benefits in lieu of PSUs even if PSUs have been awarded repeatedly in the past;
(c)    all decisions with respect to future Awards, if any, will be at the sole discretion of the Company;
(d)    your participation in the Plan is voluntary;
(e)    the PSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to your actual employer, and PSUs are outside the scope of your employment contract, if any;
(f)    the PSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(g)    neither the PSUs nor any provision of this Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that you are not an employee of the Company or any subsidiary of the Company, the PSUs shall not be interpreted to form an employment contract or relationship with the Company or any Affiliate;
(h)    the future value of the underlying Shares is unknown and cannot be predicted with certainty;

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(i)    the value of Shares acquired on vesting of PSUs may increase or decrease in value;
(j)    no claim or entitlement to compensation or damages arises from the termination of the PSUs, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the PSUs or Shares received upon the vesting of the PSUs resulting from the termination of your entitlement by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim; and
(k)    in the event of a termination of your employment (whether or not in breach of local labor laws), your right to receive PSUs and vest under the Plan, if any, will terminate effective as of the date of your actual termination of employment and will include any notice period mandated under local law (e.g., any period of “garden leave” or other similar notice period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to receive Shares pursuant to the PSUs after termination of employment, if any, will be measured by the date of your actual termination of employment and will include any notice period mandated under local law.
11.     Language . If you have received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
12.      No Guaranteed Employment . Nothing contained in this Agreement or in the Grant Notice (including, for the avoidance of doubt, the vesting schedule set forth in the Grant Notice) shall affect the right of the Company or any of its Affiliates to terminate the Holder’s employment at any time, with or without Cause, or shall be deemed to create any rights to or any express or implied promise of employment or continued employment. The rights and obligations arising under this Agreement are not intended to and do not affect the Holder’s employment relationship that otherwise exists between the Holder and the Company or any of its Affiliates, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Holder and the Company or any of its Affiliates; to the extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take priority.
13.     Power of Attorney . The Company (including its successors and assigns) is hereby appointed the attorney-in-fact, with full power of substitution, of the Holder for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for the Holder, may in the name and stead of the Holder, make and execute all conveyances, assignments and transfers of the PSUs, Dividend Equivalents, other property issued in respect of such PSUs, Shares and any property provided for herein, and the Holder hereby ratifies and confirms that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, the Holder shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.
14.     WAIVER OF JURY TRIAL . EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

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15.     Interpretation . All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.
16.     Mode of Communications . The Holder agrees, to the fullest extent permitted by applicable law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company or any of its Affiliates may deliver in connection with this grant of PSUs, including, without limitation, prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. The Holder further agrees that electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or the online brokerage account system.
17.     No Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
18.     Severability . If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of this Agreement shall not affect the legality, enforceability or validity of any other provision of this Agreement.
19.     Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.
20.     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of New York located in the borough of Manhattan in New York City in respect of the interpretation and enforcement of the provisions of this Agreement. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such action, suit or proceeding and agrees that the mailing of process or other papers in connection with any such action, suit, or proceeding in the manner provided in Section 6 hereof or in such other manner as may be permitted by law shall be valid and sufficient service thereof.
21.     Miscellaneous .
(a)    This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any Affiliate by which the Holder is employed, and require such successor to expressly assume and agree in writing to perform, this Agreement.
(b)    The Holder agrees that the Award of the PSUs hereunder is special incentive compensation and that it, any Dividend Equivalents or any other property issued in respect of such PSUs will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company, unless specifically provided in the applicable plan.

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(c)    No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
22.     Section 409A and Section 457A . To the extent the Committee determines that any payment under this Agreement is subject to Section 409A or Section 457A of the Code, the provisions of Section 13.10 of the Plan (including, without limitation, the six-month delay relating to “specified employees”) shall apply.
    

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ANNEX A
TO PERFORMANCE SHARE UNIT GRANT NOTICE
PERFORMANCE SHARE UNIT AGREEMENT
Subject to the provisions of the Grant Notice and the Agreement, the number of PSUs covered by this Agreement that will vest on the Performance Vesting Date (the “ Final Adjusted Units ”) will be determined by a three-step calculation:

1. Calculate the Core Metrics Payout Percent : The Core Metrics Payout Percent will be determined by adding the Three-Year Cumulative Adjusted EBITDA Payout Percent and the Three-Year Cumulative Adjusted EPS Payout Percent as follows:
(50% X Three-Year Cumulative Adjusted EBITDA Payout Percent)
+
(50% X Three-Year Cumulative Adjusted EPS Payout Percent)
=
Core Metrics Payout Percent
The performance payout range for each of the Three-Year Cumulative Adjusted EBITDA and Three-Year Cumulative Adjusted EPS is 0 percent to 167 percent of the Target Number of Units Granted. If either Core Metric is between “Minimum” and “Target” or “Target” and “Maximum” performance for such Core Metric (each as set forth in the Metrics Summary), the payout percent with respect to such Core Metric will be determined using straight line interpolation based on the actual achievement of the Core Metric. If neither Core Metric is met at Minimum, no Shares will vest under this Award regardless of TSR Rank.

2. Calculate the Core Metrics Units Earned : The Core Metrics Units Earned will be determined by multiplying the Target Number of Units Granted by the Core Metrics Payout Percent as follows:
Target Number of Units Granted X Core Metrics Payout Percent
=
Core Metrics Units Earned

3. Apply the Three-Year Relative TSR Multiple : The number of Final Adjusted Units will be determined by multiplying the Core Metrics Units Earned by the Three-Year Relative TSR Multiple (as set forth in the Metrics Summary) as follows:
Core Metrics Units Earned X Three-Year TSR Multiple
=
Final Adjusted Units
If the Company’s Three-Year Relative TSR Percentile Rank (as set forth in the Metrics Summary) is between the 35th and 50th percentiles or 50th and 75th percentiles, the Three-Year TSR Multiple will be determined using straight line interpolation based on the Company’s actual Three-Year Relative TSR Percentile Rank. If the aggregate TSR of the Company common shares over the TSR Rank Measurement Period is negative, then the Three-Year TSR Multiple cannot exceed 1.0x.
For avoidance of doubt, the Target Number of Units Granted as set forth on the first page of the Grant Notice reflects a total number in the event each of the Three-Year Cumulative Adjusted EBITDA and the Three-Year Cumulative Adjusted EPS are satisfied at “Target” performance level and the Company’s Three-Year Relative TSR Percentile Rank is at the 50th Percentile.
The payout opportunity for the Award, combined in Steps 1 to 3, is 0 percent to 200 percent of Target. Notwithstanding the above and the numerical goals set forth in the Metrics Summary, the maximum payout opportunity for the Award (maximum number of Final Adjusted Units) cannot exceed 200% of Target.
The Three-Year Cumulative Adjusted EBITDA numerical goals will be adjusted by the Committee to reflect the pro forma impact of acquisitions or divestitures by the Company during the Performance Period.

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The Core Metrics (including the Target) may be adjusted by the Committee in its discretion due to (i) unforeseen changes to the macroeconomic business environment, (ii) unanticipated regulatory change or (iii) changes in US GAAP or the application thereof that would materially affect the Core Metrics.

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Exhibit 10.4
[IHS Markit LOGO]
July 16, 2018
Sari Granat
c/o IHS Markit Ltd.
450 West 33rd Street, 5th Floor
New York, NY 10001
Subject: Amended and Restated Terms of Employment
Dear Sari:
This letter agreement is intended to set forth the terms of your continued employment by Markit North America Inc. (the “ Company ”) as Executive Vice President, General Counsel of IHS Markit Ltd. (“ IRS Markit ”), an affiliate of the Company. The terms of this letter agreement are effective as of July 16, 2018 (the “Effective Date”).
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, 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. 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 and Exhibit B .
(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.

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(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 February 15 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, the “ LTI Plan ”).
(d)      Personal Time Off. You will be eligible for participation in IHS Markit’s personal time off policy, as may be amended from time to time.
(e)      Benefit Programs: 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. 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.
(f)      Additional Benefits: You are eligible to receive the additional benefits set forth on Exhibit B .
3.      Termination of Employment. In the event that your employment with IHS Markit 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 IHS Markit.

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(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.
(b)      If your employment is terminated by the Company for Cause (as defined below) or if you resign without Good Reason (as defined below), 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) (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)      Except during the Protection Period defined on Exhibit B or as otherwise provided on Exhibit B , if your employment is terminated by the Company without Cause or by you for Good Reason, you will receive the following payments and benefits:
(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;
(iii)      continued participation in the medical, dental and vision plans of the Company or another applicable member of the Affiliated Group (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company, with the effect of providing benefits of substantially comparable value) for the twelve (12) month period following the Termination Date; and
(iv)      vesting of (A) any unvested options, restricted share units and other time-based equity awards granted to you after July 1, 2018 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 then held by you,

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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 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 will receive the following payments and benefits:
(i)      the Accrued Benefits;
(ii)      continued participation in the medical, dental and vision plans of the Company or another applicable member of the Affiliated Group (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company, with the effect of providing benefits of substantially comparable value) for the twelve (12) month period following the Termination Date (applicable to your family in the event of your death); 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 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;

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(iii)      continued participation in the medical, dental and vision plans of the Company or its successor or another applicable member of the Affiliated Group (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company or its successor, with the effect of providing benefits of substantially comparable value) for the twenty-four (24) month period following the Termination Date; and
(iv)      vesting of (A) any unvested options, restricted share units and other time-based equity awards 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 held by you shall be deemed to have the equivalent nature and share value at “target” level.
(f)      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) or Exhibit B , 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 ‎3(e)(iv) of this letter agreement and Sections 1 and 2 of Exhibit B .
(g)      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.
(h)      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

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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 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.
(i)      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; or (E) your inability to perform the duties of your job as a result of on-duty intoxication or confirmed positive illegal drug test result. 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

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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 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

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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 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 or Exhibit B , 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 or Exhibit B , the applicable vesting benefits set forth under Section ‎3, shall occur on the 15th day of the month following the 65 th 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,

8

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 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.      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 of your start date or 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.
8.      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.
9.      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 (iii) such other method of

9

delivery as provides a written confirmation of delivery. Notice to the Company or IHS Limited shall be directed to:
Attn: Lance Uggla
Chief Executive Officer
IHS Markit Ltd.
25 Ropemaker Street, 4th Floor
London EC2Y 9LY
Email: Lance.Uggla@ihsmarkit.com
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).
(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 the Employee Confidentiality and Innovations Agreement dated September 1, 2015.
(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 IHS Markit or any member of the Affiliated Group in effect on the date hereof, with respect to the work you have performed for, 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

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be amended or modified other than by a written agreement executed by you and an authorized employee of IHS 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 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 9(k) to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes,

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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 ‎9(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 IHS Markit, “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 IHS Markit 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 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-

12

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 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

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Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).



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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
/s/ Lance Uggla
Name: Lance Uggla
Title: Chief Executive Officer
Accepted and Agreed:
(Signature)
(Date)
Name: Sari Granat
Title: Executive Vice President & General Counsel
Accepted and Agreed:
/s/ Sari Granat
(Signature)
7.18/18
(Date)




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Exhibit A
Title    
Executive Vice President and General Counsel
Reporting To    
Chief Executive Officer of the Company
Principal Work Location    
New York, New York
Board or Committee  
Memberships    
Opening Act Board of Directors
Annual Base Salary    
$475,000, less applicable taxes and required withholding
Annual Cash Incentive Compensation    
For fiscal year 2018, 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 2018, your target cash incentive opportunity is 75% 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 B
1. Options, restricted share units, other time-based equity awards and performance-based equity awards granted prior to July 1, 2018
If your employment is terminated by the Company without Cause or by you Good Reason, all unvested outstanding options, restricted share units, other time-based equity awards and performance-based equity awards that were granted prior to July 1, 2018 that would have vested within the twelve (12) month period immediately following such termination as if you had not experienced a termination of employment, shall vest in full immediately upon the date of such termination. The terms and conditions of such equity awards shall otherwise be subject to the terms and conditions of the LTI Plan.
2. Certain Terminations of Employment During the IHS/Markit Merger Protection Period
Notwithstanding the provisions of Sections 3(c) and 3(e) of the letter agreement, if, during the Protection Period (as defined below), your employment is terminated by the Company without Cause or by you for Good Reason, you will be eligible to receive the following payments and benefits:
 
(i) In lieu of any payments or benefits set forth in Sections 3(c)(ii) and 3(e)(ii) of the letter agreement, you shall receive payment of an amount equal to the quotient obtained by dividing (A) your annual base salary and target annual cash incentive for the year of termination (less any salary and incentive award payments paid to you for employment during any period following the delivery or receipt of a written notice of termination), by (B) twelve (12), for each month in the Severance Period (as defined below) following the Termination Date, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. In addition, you shall receive monthly severance payments equal to the quotient obtained by dividing (x) your annual base salary and target annual cash incentive for the year of termination (less any salary and incentive award payments paid to you for employment during any period following the delivery or receipt of a written notice of termination), by (y) twelve (12), for twelve (12) months, beginning on the same date as payments under the first sentence of this clause (i) are made; and

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(ii) any outstanding equity awards granted to you, including under the Markit Key Employee Incentive Program (the “KEIP”), that were outstanding on or prior to July 12, 2016 will vest, and (y) any such stock option awards held by you that vest in accordance with this sentence as a result of the termination of Employee’s employment or were otherwise previously vested, will remain outstanding until the earlier of (i) twelve (12) months after the termination of your employment and (ii) the expiration of their originally scheduled term as set forth in the applicable plan or KEIP award documentation.
 
(i) The “ Severance Period ” shall equal one (1) month for each full calendar year of service for the Company by you, up to a maximum of twelve (12) months.
The “ Protection Period ” is the period beginning on July 12, 2016 and continuing until July 12, 2018.
3. General
For the avoidance of doubt, any payment or benefit that you are eligible to receive in connection with the termination of your employment set forth above in this Exhibit B , other than any Accrued Benefits, shall be subject to compliance with your obligations under the letter agreement, including Section ‎6 of the letter agreement.
 
In the event of any conflict between this Exhibit B and any other agreement, plan or document relating to the subject matter hereof, this Exhibit B shall control.


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Exhibit 10.8
Execution Copy
July 8, 2016
Mr. Daniel Yergin
c/o IHS Inc.
15 Inverness Way East
Englewood, CO 80112
Dear Mr. Yergin.
As you are aware, IHS Inc. (the “ Company ”) has entered into an Agreement and Plan of Merger by and among Markit, Ltd., Marvel Merger Sub, Inc. and the Company, dated as of March 20, 2016 (as may be amended, the “ Merger Agreement ”). Your continued strong contribution to the Company is important during this period, and the Company wishes to confirm your severance protection following the consummation of the transactions contemplated by the Merger Agreement (the “ Merger Closing Date ”) and provide you with an incentive for a successful transaction and integration. The terms of this letter agreement are conditioned on the Merger Closing Date and, if the Merger Closing Date does not occur this letter agreement is of no further force or effect.
You acknowledge that this letter agreement provides severance protection in lieu of all severance benefits, rights and entitlements that you are, or may become eligible to receive under your employment letter dated July 2, 2010, as amended (“ Offer Letter ”), and any other plans or agreements with the Company or its affiliates during the Protection Period; provided, that if a Change in Control (as defined in your Offer Letter) occurs following the consummation of the transactions contemplated by the Merger Agreement, you shall remain eligible for severance rights and benefits in accordance with the terms and conditions of your Offer Letter to the extent such rights and benefits are greater than the rights and benefits under this letter agreement (without duplication of benefits). Prior to the Merger Closing Date and following the expiration of the Protection Period, you will remain eligible for severance protection under your Offer Letter and any other plans or agreements with the Company or its affiliates. For the avoidance of doubt, the foregoing shall have no impact on any confidentiality or restrictive covenant agreements to which you are party, which shall continue in full force and effect. In addition the provisions contained in the “Termination” paragraph of your 2010 Restricted Stock Unit Award Document with respect to RSUs granted July 2, 2010 shall remain in effect to the extent the benefits in such paragraph are greater than the benefits under this letter agreement (without duplication of benefits).
1. Enhanced Severance
In the event your employment is terminated by the Company or its affiliates without Cause or by you for Good Reason or by reason of your death or disability

1

occurring during the Protection Period (as defined below), you will be eligible to receive the following severance payments and benefits. For purposes of this letter agreement, the “ Protection Period ” is the period beginning on the Merger Closing Date and continuing until January 31, 2019.
(a)      Severance Payment . A lump-sum cash payment (the “ Severance Payment ”) equal to (i) 2 times the sum of your Annual Base Salary and your Annual Target Bonus and (ii) your Annual Target Bonus, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment The Severance Payment shall be paid on, or within 15 days following, the 60th day following your Termination Date, subject to applicable tax withholdings.
(b)      Equity Awards . All outstanding restricted stock units, stock options or similar equity incentive awards that were granted prior to the Merger Closing Date shall become fully vested and payable on the first 15th day of the month that follows the 60th day after your Termination Date. The terms and conditions of such equity incentive awards shall otherwise be subject to the terms and conditions of the Company’s 2004 Long-Term Incentive Plan (or any applicable successor plan) and the applicable award agreements.
(c)      Health Care Continuation . You will be eligible for continued medical, dental, vision and employee assistance program coverage in the plans in which you were participating on your Termination Date (the “ Health Benefits ”) by paying the premium contribution rates applicable to active employees for comparable coverage, with such coverage to continue until the earlier of (A) the end of the month following 24 months after your Termination Date and (B) the date that you elect to terminate such coverage (the “ Continuation Period ”). The Health Benefits shall he treated as taxable income and subject to applicable tax withholdings at the time your Severance Payment is paid to you. You may elect COBRA coverage at the conclusion of the Continuation Period.
(d)      Outplacement Services . You shall be eligible to receive outplacement services as provided by the Company at the Company’s expense for a period of 24 months following your Termination Date.
2.      Release of Claims
In the event your employment is terminated by the Company or its affiliates without Cause or by you for Good Reason, as a condition of your receipt of the Severance Payment and other severance benefits provided under Section 2 , you shall be required to execute the form of general release of claims attached hereto as Exhibit A within 45 days following your Termination Date, and not subsequently revoke such release within the time period specified therein.
3.      Defined Terms

2

(a)      “ Annual Base Salary ” means your gross annualized rate of base salary in effect as of your Termination Date, provided that such base salary shall not be less than the base salary amount in effect on the date hereof.
(b)      “ Annual Target Bonus ” means the amount of your current year annual bonus at “target” performance level, provided that such target bonus amount shall not be less than the target bonus amount in effect on the date hereof.
(c)      “ Cause ” means (i) conviction of or pleading guilty to a felony, (ii) commission of intentional acts of misconduct that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business, or (iii) willful refusal or willful failure to perform material duties after written demand to do so; provided , however, that termination of employment shall not he deemed to be for cause hereunder unless and until written notice has been delivered to you by the Company which specifically identified the cause which is the basis of the termination and, if the cause is capable of cure, you have failed to cure or remedy the act or omission so identified within 14 calendar days after written notice of such breach. For purposes of this provision, no act or failure to act 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.
(d)      “ Good Reason ” means the occurrence of any of the following during the Protection Period ( i) a reduction in base salary or target annual cash bonus percentage opportunity from that in effect on the date hereof, (ii) assignment to a position that represents a materially diminished level of authority and responsibility with the Company from that in effect on June 6, 2016; provided, that if you are assigned to such a position after June 6, 2016 but prior to the Merger Closing Date, the occurrence of such Good Reason circumstance shall be deemed to have first occurred on the Merger Closing Date, or (iii) a requirement by the Company that your principal location of work be relocated by more than 50 miles from its location on the date hereof without your consent. Notwithstanding the foregoing, none of the events in clauses (i) through (iii) 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 30 days after the first occurrence of such circumstances, (y) the Company 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 date shall not be later than 6 months following the date you provided written notice to the Company.
(e)      “ Termination Date ” means the effective date of your termination of employment. In the event of your death or 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 disability.
4.      Miscellaneous

3

(a)      Governing Law . This letter agreement shall be construed and enforced in accordance with the laws of the State of Colorado (without reference to its conflicts of laws provisions).
(b)      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, but not limited to, any social security contributions) as shall be required to be withheld pursuant to any applicable law or regulation.
(c)      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.
(d)      Section 409A .
(i)      The Company intends that that payments and benefits under this letter agreement will either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986 and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”) and, accordingly, to the maximum extent permitted, this letter agreement shall he interpreted to be exempt from Section 409A or in compliance therewith, as applicable. A termination of employment shall not he deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following, a termination or employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or relating to any such payments or benefits. references to a “termination” “termination of employment,” or like terms shall mean “separation from service.” Your right to receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. For purposes or this letter agreement, “Disability” shall have the meaning ascribed to such term in Treasury Regulation Section 1.409A‑3(i)(4).
(ii)      If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A, then with regard to any payment or benefit that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall, notwithstanding any provision herein to the contrary, be made or provided at the date which is the earlier of (A) the day after the expiration of the six-month period measured from the date of our “separation from service” and (B) the date of your death (the “ Delay Period ”). Upon the

4

expiration of the Delay Period, all payments and benefits delayed pursuant in this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(iii)      All reimbursements for costs and expenses under this letter agreement, if any, shall be paid no later than the end of the calendar year following the calendar year in which you incur such expense. With regard to any provision herein that pros ides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to he provided in any other available year.
Thank you for your significant contributions to the Company and your continued engagement and execution through the merger process and following the closing of the merger transaction.
Very truly yours,

/s/ Jerry Stead
Jerry Stead
Chairman and CEO

Acknowledged and Agreed:
/s/ Daniel Yergin    
Daniel Yergin
Date: July 8, 2016


5

Exhibit 10.9
June 14, 2018
Daniel Yergin
c/o IHS Markit Ltd.
1300 Connecticut Avenue NW
Suite 800
Washington, D.C. 20036
Subject: Amended and Restated Terms of Employment
Dear Dan:
This letter agreement is intended to set forth the terms of your continued employment by IHS Global Inc. (the “Company”) as Vice Chairman of IHS Markit Ltd. (“IHS Markit”), an affiliate of the Company (“Letter Agreement”). The terms of this Letter Agreement are effective as of June 14, 2018 (the “Effective Date”).
1. Term; Duties and Responsibilities. Your employment under this Letter Agreement is effective as of the Effective Date.
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 devote substantially all of your working time, attention and energies 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; provided , however , that nothing herein shall be interpreted to preclude you, so long as there is no material interference with your duties hereunder, from being involved with the third party board and committee memberships identified on Exhibit A . In addition, you agree to serve, without additional compensation, as an officer or 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.
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that you may, for your own account and at your own expense, engage in the Permitted Outside Activities (defined below) to the extent that the time devoted to such activities does not detract in a material way from the performance of your duties and responsibilities to the Company and the Affiliated Group, that all such Permitted Outside Activities are compliant with the Company and Affiliated Group’s then-current Conflicts of Interest Policy and related policies that have been communicated to you from time to time, and that you do not engage in any such activity detrimental to the business interests of the Company or the Affiliated Group. The “Permitted Outside Activities” are (i) writing books or writing for magazines and newspapers of the quality of the books and other writings you have heretofore written, (ii) delivering lectures, fulfilling speaking

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engagements or lecturing at educational institutions, it being understood that you will reimburse the Company out of any proceeds received for any such activities for expenses it incurs in connection therewith, (iii) appearing on, writing for and producing for film, radio, television and other forms of media, (iv) holding board and advisory positions for the already-approved third party entities identified on Exhibit A and such other entities, with the prior written consent of the Company, (v) investing and managing investments to the extent not in the energy research or energy consulting business, (vi) participating in civic and charitable activities and (vii) engaging in other activities consistent with the foregoing and consistent with your status as a public intellectual, and with the intention that you will perform your duties hereunder and at the same time may engage in other activities that will advance the reputation of the Company, the Affiliated Group and you and, to the extent commercially reasonable and approved or requested by IHS Markit, you will note your position at IHS Markit in your attribution related to any of these Permitted Activities.
2.      Compensation and Benefits. Your compensation and benefits are as set forth below and in Exhibit A and Exhibit B .
(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).
(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 February 15 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: In each of 2019, 2020 and 2021 (the “Annual LTI Years”), you will be eligible to receive an annual equity award grant set forth on Exhibit A to be awarded at the time that such Annual Long-Term Incentive Compensation are generally awarded to IHS Markit’s officers. These long-term incentive awards are governed by terms and

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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, the “LTI Plan”). To qualify for the grants, you must remain continuously and actively employed by the Company or the Affiliated Group, without having tendered a notice of resignation, through the grant date, in accordance with the terms and conditions of such program.
(d)      One-Time Grants. As additional consideration for your service hereunder and as consideration for your continued compliance with the covenants set forth in Section ‎6 below, you will receive the following three one-time equity award grants that are subject to the applicable award agreements and LTI Plan:
(i)      In June 2018, time-based restricted share units with a nominal value of $5 million that will vest ratably over five years on the anniversary of July 1, 2018 each year.
(ii)      In July 2019, time-based restricted share units with a nominal value of $4 million that will vest ratably over four years on the anniversary of the grant date each year.
(iii)      In July 2020, time-based restricted share units with a nominal value of $3 million that will vest ratably over three years on the anniversary of the grant date each year.
The actual number of time-based restricted share units granted in each of the above will be determined by the Company using the following calculations: (x) for clause (i) above, the June 2018 grant, by dividing the nominal value of the equity award by the closing price of IHS Markit’s common shares on April 10, 2018; and (y) for clauses (ii) and (iii) above, the July 2019 and July 2020 grants, by dividing the nominal value of the equity award by the closing price of IHS Markit’s common shares on the grant date. To qualify the one-time grants set forth above, you must remain continuously and actively employed by the Company or the Affiliated Group, without having tendered a notice of resignation, through each relevant grant date.
(e)      Personal Time Off: You will be eligible for participation in IHS Markit’s personal time off policy, as may be amended from time to time; notwithstanding the foregoing you will be eligible to not less than 6 weeks of paid time off per calendar year pursuant to such personal time off policy.
(f)      Benefit Programs: 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. These may include retirement, savings, medical, life, disability and other insurance programs, as well as an array

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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.
(g)      Reimbursement: The Company will reimburse you for all reasonable expenses and disbursements in carrying out your duties and responsibilities under this Letter Agreement in accordance with Company policy for executive officers as in effect from time to time, provided you shall be entitled to first class air travel (consistent with your past practices).
3.      Termination of Employment. In the event that your employment with IHS Markit 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 IHS 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.
(b)      If your employment is terminated with the Company by reason of your Retirement (as defined below), all unvested restricted share units and other equity awards that have been granted to you prior to the date of your Retirement (the “Retirement Date”) shall continue to vest and be settled in accordance with the original vesting schedule set forth in such equity awards as if you had remained an employee of the Company during the full vesting period; provided, however, that (i) you have remained an employee of the Company or its affiliates for six (6) full months following the grant date of any such equity awards; and (ii) you are in compliance with Sections ‎5 and ‎6 of this Letter Agreement, provided that the provisions of Section ‎6 of this Letter Agreement shall apply during the full vesting period of such unvested equity and you certify as to such compliance with Sections ‎5 and ‎6 upon the request of the Company. For the avoidance of doubt, any unvested restricted share units or other equity awards granted to you will be cancelled for no consideration and cease to be outstanding if you engage in any of the prohibited conduct as described in this subsection ‎3(b) or Section ‎6 of this Letter Agreement. The terms and conditions of such equity incentive awards shall otherwise be subject to the terms and conditions of the LTI Plan (or any applicable successor plan) and the applicable award agreements.
(c)      If your employment is terminated by the Company for Cause (as defined below) or if you resign without Good Reason (as defined below), 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) (the “Accrued Benefits”) and neither the Company nor any other member of the Affiliated Group will have any further

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obligation to you, other than for any payments or benefits required to be made or provided under applicable law.
(d)      Except during the Protection Period defined on Exhibit B , if your employment is terminated by the Company without Cause or by you for Good Reason, you will receive the following payments and benefits:
(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 eighteen (18) 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;
(iii)      continued participation in the medical, dental and vision plans of the Company or another applicable member of the Affiliated Group (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company, with the effect of providing benefits of substantially comparable value) for the twelve (12) month period following the Termination Date; and
(iv)      vesting of (A) any unvested options, restricted share units and other time-based equity awards granted to you after January 1, 2018 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 then held by you, based on IRS 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 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.
(e)      If your employment is terminated on account of your death or Permanent Disability (as defined below), you will receive the following payments and benefits:
(i)      the Accrued Benefits;

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(ii)      your target annual cash incentive for the fiscal year of termination, prorated for the number of days that have elapsed during such year, paid in a lump sum on the date which is two and one-half months following your termination;
(iii)      continued participation in the medical, dental and vision plans of the Company or another applicable member of the Affiliated Group (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company, with the effect of providing benefits of substantially comparable value) for the twelve (12) month period following the Termination Date (applicable to your family in the event of your death); and
(iv)      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.
(f)      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)      continued participation in the medical, dental and vision plans of the Company or its successor or another applicable member of the Affiliated Group (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company or its successor, with the effect of providing benefits of substantially comparable value) for the twenty-four (24) month period following the Termination Date; and

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(iv)      vesting of (A) any unvested options, restricted share units and other time-based equity awards 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 held by you shall be deemed to have the equivalent nature and share value at “target” level.
(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(b) through ‎3(e) or Exhibit B , 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(b), ‎3(c)(iv) and ‎3(e)(iv) of this Letter Agreement and Sections 2 and 3 of Exhibit B .
(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 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

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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. In addition, for all time that you reasonably expend at the request of the Affiliated Group in cooperating pursuant to this Section ‎3(i) when you are no longer employed by the Company, the Company shall compensate you at a rate of $1,000 per day. 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 (other than as a result of physical or mental disability) 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 conviction 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; or (E) your inability to perform the duties of your job as a result of on-duty intoxication or confirmed positive illegal drug test result. Termination of employment pursuant to clauses (A), (B) and (C) of this subsection shall not be deemed to be for Cause hereunder unless and until written notice has been delivered to you by the Company which specifically identifies the Cause which is the basis of the termination and, if the Cause is capable of cure, you have failed to cure or remedy the act or omission so identified within 14 calendar days after written notice of such breach. For the purposes of the immediately preceding sentence, a Cause event described in clauses (A), (B) and (C) of this subsection shall not be “capable of cure” if the Company or any member of the Affiliated Group, or any employee of IHS Markit has suffered reputational harm or other material damages as a result of the Cause. 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

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Group, and, in addition, conduct shall not be considered “willful” with respect to any action taken or not taken based on the written advice of the Company’s (or an affiliate’s) inside or outside legal counsel.
(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 and which, if capable of being remedied by the Company within 30 days of receipt of notice thereof given by you; (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 and which, if capable of being remedied by the Company within 30 days of receipt of notice thereof given by you; or (C) 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, 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 60 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)      “Retirement” means your voluntary termination of employment with the Company or its affiliates on or after June 14, 2023.

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You will not be treated as having incurred a termination of employment by reason of Retirement if the Company or its affiliates had Cause to terminate your employment at the time of your termination of employment. For the avoidance of doubt, any termination or separation prior to June 14, 2023 will not be considered a Retirement for the purposes of this Letter Agreement.
(v)      “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. In the event of your termination without Cause, the “Termination Date” will be the six (6) month anniversary of the date on which the Company provides written notice to you of its intent to terminate your employment without Cause.
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 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

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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 or Exhibit B , as applicable, other than any Accrued Benefits, will be contingent on your execution of a mutual release agreement with IHS Markit in the form attached hereto as Exhibit C (the “Release Agreement”) (subject to any future changes in applicable law) within 45 days of the date of your separation from service (which IHS Markit shall execute within five (5) business days after such execution by you) and non-revocation of such Release Agreement. If you fail to execute such a Release Agreement, or if you revoke such a Release Agreement, within such 45-day period, you will not be eligible to receive any payment or benefit under Section ‎3, other than Accrued Benefits. If you execute such a Release Agreement within such 45-day period and do not revoke such Release Agreement, 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 or Exhibit B , 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 Agreement; 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 (the “Restricted Period”), 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 that competes with the Energy Business, 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 three year period prior to your termination of employment an employee, or, to your knowledge, a customer of, consultant to, supplier to or other person or entity having material business relations with the Energy Business. Notwithstanding the previous sentence, you may purchase or otherwise acquire up to one percent of any class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed in any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. As used in this paragraph, “Energy Business” means any research, analysis, advisory, conferences, and events, consulting, services and/or applications businesses regarding the energy industries engaged in by (or, to your knowledge, planned to be engaged in by) and across all industry verticals supported by IHS Markit or any member of the Affiliated Group

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during the three year period prior to your termination of employment. Notwithstanding the first sentence of this Section ‎6, you will not be prohibited during the Restricted Period from (x) consulting with an investment bank, a private equity group, an academic or think tank institution or, on a substantially full-time or part-time basis, any other single enterprise, provided none of the foregoing engages in or intends to engage in the energy consulting business or (y) from making speeches at conferences and events organized by third parties that are not competitive with any conferences or events organized by the Company or any subsidiary of the Company. 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 subject, the restrictive covenants in this Section ‎6 shall govern. Subject to Section ‎4(a), any Confidentiality and/or Innovations Agreement previously executed by you shall remain in full force and effect (provided that it is understood that intellectual property created by you solely in connection with the Permitted Outside Activities shall be your exclusive property in respect of which IHS Markit shall have no rights whatsoever except to the extent any such rights are hereafter granted by you to IHS Markit in writing).
7.      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 60 days of your start date or within 60 days after it becomes available and the Company has affirmatively made you aware of such training. In addition, you understand that within 60 days after it becomes available and the Company has affirmatively made you aware of any additional training, you must complete any and all additional training that the Company determines is appropriate for your position during the course of your employment.
8.      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.
9.      Miscellaneous

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(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) 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 or IHS Markit Ltd. shall be directed to:
Attn: Sari Granat
Executive Vice President & 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, directed to:
Attn: Shane J. Stroud, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
Facsimile No.: 212-422-4726
(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).
(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 Employee Confidentiality and Innovations Agreement dated September I, 2004 between you and Information Handling Services Group Inc, a predecessor to the Company (a copy of which is attached hereto as Exhibit D , the “Innovations

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Agreement”), which remains in full force and effect (notwithstanding the foregoing, it is understood that intellectual property created by you solely in connection with the Permitted Outside Activities shall be your exclusive property in respect of which IHS Markit shall have no rights whatsoever except to the extent any such rights are hereafter granted by you to IHS Markit in writing). To the extent any conflict exists between this Letter Agreement and the Innovations Agreement, the terms of this Letter Agreement shall govern.
(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 IHS Markit or any member of the Affiliated Group in effect on the date hereof, with respect to the work you have performed for, 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 IHS 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 enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(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 9(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 9(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 IHS Markit, “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 IHS Markit 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

15

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.
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 I 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 you (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 you 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 you 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, you shall be entitled to the full benefits payable under this Agreement.

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(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: (I) cash payments not subject to Code Section 409A; (2) cash payments subject to 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 your “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).
*****
[ Signature page follows ]


17


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
/s/ Sari Granat
Name: Sari Granat
Title: EVP & General Counsel
Accepted and Agreed:
/s/ Daniel Yergin
DANIEL YERGIN
Date:
June 14, 2018




18


Exhibit A
Reporting To
Chief Executive Officer of the Company
Principal Work Location
Washington, D.C.
Board or Committee Memberships
Boards  
Council on Foreign Relations
Brookings Institution
Maria New Children’s Hormone Foundation
United States Energy Association
U.S. Russia Business Council
 
Advisory Boards
 
MIT Energy Initiative
 
Columbia University Center on Global Energy Policy
 
King Abdullah Petroleum Studies and Research Center
 
Atlantic Council Global Energy Center
 
Singapore International Energy Panel
 
India Ministry of Petroleum Think Tank
 
Yale President’s Council on International Affairs
 
Carlyle Group
 
Perella Weinberg
 
M. Klein and Company
 
Energy Capital Partners
 
CSL Capital
 
Source Squared
 
Blue Team Global/BlueVoyant
 
Nano Global
 
Gridpoint
 
Federal Reserve Board of Dallas
 
Marshal Scholars Advisory Board
 
Memberships
 
Council on Foreign Relations
 
National Petroleum Council (advises Secretary of Energy)
 
International Institute for Strategic Studies
Annual Base Salary
$650,000




Annual Cash Incentive Compensation
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. Your target cash incentive opportunity is $350,000 (53.8%) 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.
Annual Long-Term Incentive Compensation
The actual number of units that will be granted for each of the Annual LTI Years will be determined by the Company by dividing $2 million by the closing price of IHS Markit’s common shares on the grant date.
 
Thirty-three percent (33%) of each annual equity award grant will be in the form of time-based restricted share units which vest ratably over three years, on the anniversary of the grant date each year. Sixty-seven percent (67%) of each award will be in the form of performance-based restricted share units which vest three-years from the grant date, based on IHS Markit’s performance against cumulative three-year targets as established by the HR Committee. The performance criteria and other terms of the equity awards shall be determined by the HR Committee and shall be consistent with the terms of the annual performance-based restricted share units granted to IHS Markit’s officers generally. In the event that the IHS Markit does not grant performance-based restricted share units to other IHS Markit’s other officers in a given Annual LTI Year, the HR Committee (or such successor) shall grant you another form of performance-based equity award or other incentive award with a nominal value of 67% of $2 million, in its sole discretion, as governed by the Company’s Equity Incentive Plan.







Exhibit B
1.
Certain Terminations of Employment During the IHS/Markit Merger Protection Period
Notwithstanding the provisions of Sections 3(d) and 3(f) of the Letter Agreement, if, during the Protection Period (as defined below), your employment is terminated by the Company without Cause or by you for Good Reason, you will be eligible to receive the following payments and benefits:
 
 
(i) In lieu of any payments or benefits set forth in Sections 3(d)(ii) and 3(f)(ii) of the Letter Agreement, you shall receive a lump-sum cash payment (the “Severance Payment”) equal to (i) two times the sum of your Annual Base Salary and your Target Cash Incentive, and (ii) your Target Cash Incentive, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The Severance Payment shall be paid within 15 days following the 60th day following your Termination Date, subject to applicable tax withholdings.
 
 
(ii) In lieu of any payments or benefits set forth in Sections 3(d)(iii) and 3(f)(iii) of the Letter Agreement, you shall be eligible for continued medical, dental, vision and employee assistance program coverage in the plans in which you were participating on your Termination Date (the “Health Benefits”) by paying the premium contribution rates applicable to active employees for comparable coverage, with such coverage to continue until the earlier of (A) the end of the month following 24 months after your Termination Date and (B) the date that you elect to terminate such coverage (the “Continuation Period”). The Health Benefits shall be treated as taxable income and subject to applicable tax withholdings at the time the Severance Payment is paid to you. You may elect COBRA coverage at the conclusion of the Continuation Period.
 
 
(iii) any outstanding equity awards granted to you that were outstanding on or prior to July 12, 2016.
 
 
For the avoidance of doubt, during the Protection Period and thereafter, all outstanding options, restricted share units, other time-based equity words and performance-based equity awards that were granted after July 12, 2016 shall be treated in accordance with Section 3 of the letter agreement.




 
 
Notwithstanding the provisions of Sections 3(d) of the Letter Agreement, if, during the Protection Period (as defined below), your employment is terminated on account of your death or Permanent Disability you will be eligible to receive a lump-sum cash payment (the “Severance Payment”) equal to (i) two times the sum of your Annual Base Salary and your Target Cash Incentive and (ii) your Target Cash Incentive, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The Severance Payment shall be paid on, or within 15 days following, the 60th day following your Termination Date, subject to applicable tax withholdings.
 
 
The “Protection Period” is the period beginning on July 12, 2016 and continuing until January 31, 2019.
2.
General
For the avoidance of doubt, any payment or benefit that you are eligible to receive in connection with the termination of your employment set forth above in this Exhibit B , other than any Accrued Benefits, shall be subject to compliance with your obligations under the Letter Agreement, including Section ‎6 of the Letter Agreement.
 
 
In the event of any conflict between this Exhibit B  and any other agreement, plan or document relating to the subject matter hereof, this Exhibit B  shall control.







Exhibit C
[Form of Release Agreement]
Form of General Release
GENERAL RELEASE
WHEREAS, Daniel Yergin (hereinafter referred to as “ Executive ” ) and IHS Markit Ltd. (hereinafter referred to as “ Employer ” ) are parties to that certain Employment Letter Agreement, dated as of June ___, 2018 (the “ Employment Agreement ” ), which provided for Executive’s employment with Employer on the terms and conditions specified therein; and
WHEREAS, pursuant to Section 5 of the Employment Agreement, Executive has agreed to execute a General Release of the type and nature set forth herein as a condition to his entitlement to certain payments and benefits upon his termination of employment with Employer; and
NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received or to be received by Executive in accordance with the terms of the Employment Agreement, it is agreed as follows:
1. Excluding enforcement of the covenants, promises and/or rights specifically reserved herein (including but not limited to those contained in paragraph 5 below), (a) Executive hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges Employer and each of Employer’s owners, stockholders, predecessors, successors, assigns, directors, officers, employees, divisions, subsidiaries, affiliates (and directors, officers and employees of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively, the “ Releasees ” ), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any claims for salary, salary increases, alleged promotions, expanded job responsibilities, constructive discharge, misrepresentation, bonuses, equity awards of any kind, severance payments, unvested retirement benefits, vacation entitlements, benefits, moving expenses, business expenses, attorneys’ fees, any claims which he may have under any contract or policy (whether such contract or policy is written or oral, express or implied), rights arising out of alleged violations of any covenant of good faith and fair dealing (express or implied), any tort, any legal restrictions on Employer’s right to terminate employees, and any claims which he may have based upon any Federal, state, local or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In




Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the American with Disabilities Act, as amended (“ADA”), the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act, as amended (“OWBPA”), the Worker Adjustment Retraining and Notification Act, as amended (“WARN”), the Fair Labor Standards Act, as amended (“FLSA”), the Occupational Safety and Health Act of 1970 (“OSHA”), the Family and Medical Leave Act of 1993, as amended (“FMLA”), the New York State Human Rights Law, as amended, the New York Labor Law, as amended, the New York Equal Pay Law, as amended, the New York Civil Rights Law, as amended, the New York Rights of Persons With Disabilities Law, as amended, the New York Equal Rights Law, as amended, the New York City Administrative Code, as amended, including the New York City Human Rights Law and the New York City Earned Sick Time Act, the District of Columbia Human Rights Act, as amended, the District of Columbia Family and Medical Leave Act, as amended, the District of Columbia Accrued Sick and Safe Leave Act, as amended, the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), that Executive now has, or has ever had, or ever shall have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive’s execution hereof that directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by Employer, or the cessation thereof (any of the foregoing being a “ Claim ” or, collectively, the “ Claims ” ); provided, that the foregoing shall not preclude Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act) or rights concerning the defense of trade secrets pursuant to Section 1833 of title 18 of the United States Code; (b) Executive will not now, or in the future, accept any recovery (including monetary damages or any form of personal relief) in any forum, for any Claim against any of the Releasees, regardless of who brings such Claim; (c) Executive has not assigned any of the Claims being released under this General Release, and is not aware of any Claim that he has against the Releasees and (d) Executive has not pursued or instituted, or caused to be instituted, nor has any person or entity instituted on Executive’s behalf, any Claim against the Releasees before any local, state or federal agency, court or other body, nor will he pursue or institute any Claim against any of the Releasees.
2.      Excluding enforcement of the covenants, promises and/or rights reserved herein (including but not limited to those contained in paragraph 5 below), Employer hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges Executive and each of his respective heirs, executors, administrators, representatives, agents, successors and assigns ( “ Executive Parties ” ), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, that Employer now has, or has ever had, or ever shall have, against Executive Parties, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring through the




date of Employer execution of this General Release that directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by Employer; provided , however , that this General Release shall not apply to claims against Executive relating to or arising out of any act of fraud, intentional misappropriation of funds, embezzlement or any other action with regard to Employer or any of its affiliated companies that constitutes a felony under any federal or state statute committed by Executive during the course of Executive’s employment with Employer or its affiliates.
3.      Executive will at all times keep confidential and not disclose to others the terms of this General Release, except that (i) Executive may make any disclosure required by law, and (ii) Executive may discuss this General Release with his attorneys, financial/tax advisors and immediate family, provided Executive advises these individuals to keep the disclosed information confidential. In the event Executive is requested or required in a legal proceeding to make disclosures otherwise prohibited by this General Release, Executive agrees to notify the Employer in writing of such request or requirement (and shall provide a copy of such request to the Employer) within three (3) business days of Executive’s receipt thereof.
4.      Executive agrees and promises that he will not at any time make any disparaging statements, either orally or in writing, about his employment with Employer, the employees of Employer, the business operations of Employer, the termination of his employment relationship or any other dealings of any kind between him and Employer or any other Releasee, to any third party. Nothing in this paragraph shall restrict Executive from making truthful statements in connection with the prosecution or defense of any lawsuit, administrative proceeding, or other legal action or in response to any legal or regulatory inquiry.
5.      Notwithstanding the foregoing, including specifically the release, confidentiality and non-disparagement provisions, neither Employer nor Executive has waived and/or relinquished any rights it or he may have to file any Claim that cannot be waived and/or relinquished pursuant to applicable laws, including, in the case of Executive, the right to file a charge or participate in any investigation with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other governmental or administrative agency that is responsible for enforcing a law on behalf of the government; provided, that Executive does waive the right to receive any monetary or other recovery, should any agency or any other person pursue any claims on Executive’s behalf arising out of any claim released pursuant to this Agreement, unless such waiver is prohibited by applicable law, except that this General Release does not limit Executive’s rights to receive an award for information provided to any governmental agency. Moreover, this General Release shall not apply to (a) any of the continuing obligations of Executive, Employer or any other Releasee under the Employment Agreement (including, without limitation, Executive’s rights to indemnification and Executive’s obligations to abide by the restrictive covenants and provide cooperation as necessary), or under any agreements, plans, contracts, documents or programs described or referenced in the Employment




Agreement or any other written agreement entered into between Executive and Employer or any of its affiliates, including without limitation the Innovations Agreement between the parties, (b) any rights Executive may have to obtain contribution or indemnity against Employer or any other Releasee pursuant to contract, Employer’s or its affiliates’ charter and by-laws or similar organizational documents or otherwise, (c) any rights Executive or Employer may have to enforce the terms of this General Release or the Employment Agreement (including, without limitation, enforcing Employer’s obligation to provide severance payments and benefits), and (d) any rights of Executive in connection with his interest as a stockholder, limited partner, optionholder or other equity holder of Employer or any of its affiliates whether under agreements between Executive and Employer or any of its affiliates or otherwise.
6.      Executive acknowledges that, except for the payments provided for in Section 5 of the Employment Agreement, which are conditioned upon Executive’s execution of this General Release, Executive has received all wages, payments, distributions, allocations, expense reimbursements, leaves of absences and benefits that are owed to Executive by, or for which Executive is eligible to receive from, the Employer and/or any of the Releasees (including any accrued but unused vacation and sick pay) through the date Executive executes this Agreement.
7.      Executive acknowledges and confirms that Executive has returned to Employer all property of Employer in Executive’s possession, custody or control including, without limitation, reports, files, memoranda, records, credit cards, cardkey passes, door and file keys, computer access codes and software, and other physical or personal property which Executive received, prepared, or helped prepare in connection with or as a consequence of Executive’s employment with Employer.
8.      Executive understands that he has been given a period of twenty-one (21) days to review and consider this General Release before signing it pursuant to the ADEA. Executive further understands that he may use as much of this 21-day period as Executive wishes prior to signing.
9.      Executive acknowledges and represents that he understands that he may revoke the General Release set forth in paragraph 1, including, the waiver of his rights under the Age Discrimination in Employment Act of 1967, as amended, effectuated in this General Release, within seven (7) days of signing this General Release. Revocation can be made by delivering a written notice of revocation to the General Counsel, Executive Vice President and Corporate Secretary, IHS Markit Ltd., 450 West 33rd Street, New York, NY 10001. For this revocation to be effective, written notice must be received by the General Counsel, Executive Vice President and Corporate Secretary no later than the close of business on the seventh day after Executive signs this General Release. If Executive revokes the General Release set forth in paragraph 1, Employer shall have no obligations to Executive under Section 3 of the Employment Agreement, except to the extent specifically provided for therein.




10.      Executive and Employer respectively represent and acknowledge that in executing this General Release neither of them is relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees with regard to the subject matter, basis or effect of this General Release or otherwise.
11.      This General Release shall not in any way be construed as an admission (i) by any of the Releasees that any Releasee has acted wrongfully or that Executive has any rights whatsoever against any of the Releasees except as specifically set forth herein and (ii) by any of the Executive Parties that any Executive Party has acted wrongfully or that Employer has any rights whatsoever against any of the Executive Parties except as specifically set forth herein, and each of the Releasees and Executive Parties specifically disclaims any liability to any party for any wrongful acts.
12.      It is the desire and intent of the parties hereto that the provisions of this General Release be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law shall prevail, but the provisions affected thereby shall be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this General Release shall remain in full force and effect and be fully valid and enforceable, except that if paragraph 1 is invalidated by any court or arbitrator, this General Release shall be null and void and Executive will no longer be entitled to the payments provided for in Section 5 of the Employment Agreement.
13.      Executive represents and agrees that Executive (a) has, to the extent he desires, discussed all aspects of this General Release with his attorney, (b) has carefully read and fully understands all of the provisions of this General Release, and (c) is knowingly and voluntarily executing this General Release without duress.
14.      This General Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York. Any action concerning this General Release shall be brought in the state or federal courts located in the City of New York, Borough of Manhattan. This General Release is binding on the successors and assigns of the parties hereto; fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof, except as otherwise specifically incorporated herein (including but not limited to the Innovations Agreement between the parties and paragraphs 3, 4, 5, 6, 9(e), 9(g) and 9(k) of the Employment Agreement); and may not be changed except by explicit written agreement to that effect subscribed by the parties hereto.





This General Release is executed by Executive and Employer as of the             day of                        , 20      .
 
Daniel Yergin
IHS MARKIT LTD.
By:
 
Title:






EXHIBIT D
Employee Confidentiality and Innovations Agreement dated September 1, 2004
(See attached)




EXECUTION COPY

EMPLOYEE CONFIDENTIALITY AND INNOVATIONS AGREEMENT
Date: September 1, 2004
In consideration of my employment or continued employment, increases in compensation, and/or other good and valuable consideration (the receipt and sufficiency of which are recognized and agreed), as the case may be, with Information Handling Services Group Inc. or one of its subsidiaries (Information Handling Services Group Inc. and its subsidiaries are referred to collectively as the “Company”), I hereby agree as follows:
1. Proprietary Information . I understand and acknowledge that:
(a)      My employment creates a relationship of confidence and trust between me and the Company with respect to certain information applicable to the business of the Company or the Company’s clients.
(b)      The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise known to, the Company (including, without limitation, information created, discovered, developed or made known by me during the period or arising out of my employment by the Company, whether before or after the date hereof), which information has commercial value in the business in which the Company is engaged or any prospective business of the Company and is considered by the Company to be of a confidential, proprietary and/or trade secret nature. All such information is hereinafter called “Proprietary Information,” which term, as used herein, shall also include, but shall not be limited to, trade secrets, processes, formulae, data, computer programs, know-how, improvements, inventions, marketing plans, strategies, forecasts, new products, financial statements, projections, prices, costs, and customer, prospect and supplier lists. “Proprietary Information” as used herein shall also include but not be limited to information of third parties made known to me during the period of my employment by the Company, whether before or after the date hereof, which was provided to the Company under the expectation that the Company would protect the confidentiality thereof. Any inventor notebooks or similar records of Innovation (as that term is defined below) are to be considered “Proprietary Information.”
2.      Protection of Proprietary Information . At all times, both during my employment by the Company and after its termination, I will keep in strictest confidence and trust all Proprietary Information and I will not use or disclose any Proprietary Information without the written consent of the Company, except as necessary to carry out my duties.
3.      Restrictions on Investments . During my employment by the Company, I will not deal in securities or make any other investments on the basis of insider information known to me as a result of my employment with the Company. If I am employed by one of the IHS Energy Group companies, I further agree that during my employment by the Company, I will not engage in trading in any oil, gas or mineral interests in competition with the business of any client or prospective client of any of the IHS Energy Group




companies; provided the foregoing shall not restrict my ownership of less than 1% of the issued and outstanding stock of a corporation if such stock is listed on a national securities exchange or regularly included in the national list of over-the-counter securities published in a newspaper of general circulation.
4.      Documentation . In the event of the termination of my employment for any reason, I will deliver to the Company all documents, notes, inventor notebooks, invention disclosure forms, drawings, formulae, computer programs, data, and other materials of any nature pertaining to any Proprietary Information or to my work with the Company, and will not take any of the foregoing, or any reproduction of any of the foregoing that is embodied in a tangible medium of expression.
5.      Disclosure of Innovations . I will promptly disclose to the Company all discoveries, developments, designs, improvements, inventions, products, formulae, processes, techniques, business methods, computer programs, strategies, know-how, data and brands, whether or not patentable, protectable or registrable under copyright, patent, trademark, trade secret or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, in whole or in part, during the period of my employment or within a period of six months thereafter, that are related to the business or prospective business of the Company, result from tasks assigned to me by the Company, or result from the use of premises or property (including computer systems and engineering facilities) owned, leased or contracted for by the Company (referred to as “Innovations”).
6.      Ownership of Innovations . Company shall be the owner of the work product and Innovations created, developed, prepared or submitted by me, in whole or in part, to the Company during the term of my employment with the Company. The Company shall also be the owner of all intellectual property rights in such work product and Innovations, including all rights of copyright, patent, trademark, trade secret, patent and other similar legal protections therein along with their foreign counterparts (including patents, utility models and industrial designs), continuations, divisionals, and extensions (hereinafter referred to as “IP Rights”). It is my intention and that of the Company that the work product and Innovations constitute a “work made for hire” as that term is used in the Federal Copyright Act even if I am hired as a consultant or for part-time employment. Moreover, I hereby agree to assign, and by these presents, do assign to the Company without further consideration all of my worldwide right, title and interest in and to such work product, Innovations and IP Rights. I shall assist the Company in every proper way as to all such Innovations to obtain and from time to time enforce IP Rights relating to said Innovations in any and all countries, and to that end I will execute all documents as the Company may desire, together with any assignments thereof to the Company or persons designated by it, and the Company shall reimburse me for any reasonable out-of-pocket expenses incurred by me in connection therewith. My obligation to assist the Company as provided herein shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for time actually spent by me at the Company’s request. If the Company is unable, after




reasonable effort, to secure my signature on any documents or documents needed to apply for or prosecute any IP Right or similar protection relating to a work product or Innovation for any reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of any IP Right or similar protections thereon with the same legal force and effect as if executed by me and I hereby ratify, affirm and approve all such lawfully permitted acts accordingly.
7.      Use of Confidential Information of Other Persons . I represent that I have not brought and will not bring with me to the Company or use at the Company any proprietary information or trade secrets of any other persons or entity, unless express written authorization from such other person or entity for their possession and use by the Company has been obtained. I also understand that I am not to breach any obligation of confidentiality that I have to any such person or entity and agree to fulfill all such obligations during the period of my affiliation with the Company.
8.      Assignment . This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors of the Company, including, but not limited to any purchaser of the stock or assets of any of the Company’s businesses. Neither this Agreement nor any rights or benefits hereunder may be assigned by me.
9.      Complete Agreement; Amendments . The foregoing is the entire agreement of the parties with respect to the subject matter hereof and may not be amended, supplemented, canceled or discharged except by written instrument executed by both parties hereto.
10.      No Employment Agreement; Enforcement . I understand that nothing contained in this Agreement shall confer upon me any right with respect to (i) the continuation of my employment by the Company, or (ii) the terms and conditions of my employment by the Company. Simultaneously with the execution of this Agreement, I have entered into a separate Employment Agreement and Non-Competition Agreement with IHS Energy Group Inc. In the event of any conflict between the terms of this Agreement and the terms of such Employment Agreement and Non-Competition Agreement, the terms of the Employment Agreement and Non-Competition Agreement shall control. In the event of a breach or threatened breach by me of any provision of this Agreement, the Company shall be entitled to apply to any court of competent jurisdiction for a temporary and/or permanent injunction restraining me from such breach or threatened breach, but nothing herein contained shall be construed to preclude the Company from pursuing any other available remedy for such breach or threatened breach in addition to, or in lieu of, such injunctive relief. The Company shall be entitled to recover from me its reasonable attorneys fees incurred in pursuit of any successful claim of breach or any provision of any provision of this agreement.
11.      Interpretation . It is my desire and intent that the provisions of this Agreement shall be enforced to the fullest extent permissible in each jurisdiction in which




enforcement is sought. Accordingly, if any particular provision of this Agreement is found to be invalid or unenforceable, such provision shall be deemed to be deleted, and the remainder of this Agreement shall continue in full force and effect.
12.      Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado.
 
Accepted and agreed to as of
the date first above written by
Information Handling Services Group Inc.
 
 


 
By:
/s/ Steven Green
 
By:

/s/ Daniel Yergin


 
Title:
Vice President
 
Employee Name:
Daniel Yergin

 
 
 
 
 
 
(Please Print)





Exhibit 10.10
AMENDMENT TO
AMENDED AND RESTATED TERMS OF EMPLOYMENT
This Amendment (this “ Amendment ”) to that certain letter agreement, dated June 14, 2018 (the “ Employment Letter Agreement ”), by and between IHS Markit Ltd. (“ IHS Markit ”) and Daniel Yergin (“ Executive ”), which sets forth the amended and restated terms of Executive’s employment with IHS Global Inc., an affiliate of IHS Markit, is entered into as of February 14, 2019 by and between the IHS Markit and Executive.
RECITALS
WHEREAS , IHS Markit and Executive have previously entered into the Employment Letter Agreement;
WHEREAS , Section 9(f) of the Employment Letter Agreement provides that IHS Markit and Executive may amend the Employment Letter Agreement by a written agreement executed by Executive and an authorized employee of IHS Markit;
WHEREAS , IHS Markit and Executive desire to amend the Employment Letter Agreement as set forth herein.
AGREEMENT
NOW , THEREFORE , the parties hereto agree as follows:
1. Section 2(d)(iii) of the Employment Letter Agreement . Section 2(d)(iii) of the Employment Letter Agreement is hereby deleted in its entirety and replaced with the following:
“In July 2020, time-based restricted share units with a nominal value of $2 million that will vest ratably over three years on the anniversary of the grant date each year.”
2.      Effect of Amendment . Except as expressly modified by this Amendment, the Employment Letter Agreement shall remain unmodified and in full force and effect.
3.      Choice of Law . This Amendment 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.
4.      Counterparts . This Amendment may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

1
    

[ Signature page follows ]

2
    

IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.
IHS MARKIT LTD.
By:
/s/ Sari Granat
 
Name: Sari Granat
 
Title: EVP, Chief Administrative Officer & General Counsel


EXECUTIVE
/s/ Daniel Yergin
Daniel Yergin


3
    


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: March 26, 2019
 
    /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, Todd S. Hyatt, 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: March 26, 2019
 
    /s/ Todd S. Hyatt
 
Todd S. Hyatt
 
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 February 28, 2019 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: March 26, 2019
 

    /s/ Lance Uggla
 
Lance Uggla
 
Chairman and Chief Executive Officer
 
 
 
    /s/ Todd S. Hyatt
 
Todd S. Hyatt
 
Executive Vice President and Chief Financial Officer