1. | Duties and Responsibilities |
2. | Compensation and Benefits |
(a) | Annual Base Salary: You will receive an annual base salary of the amount set forth on Exhibit A, subject to deductions required by law, payable in monthly instalments in arrears directly into your bank account 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. You will comply with the Company’s normal hours of work and will also work such additional hours without extra remuneration as may be necessary for the proper performance of your duties. You agree that the nature of your position is such that you are a managing executive and/or a person with autonomous decision-taking powers for the purposes of Regulation 20 of the Working Time Regulations 1998 (the “Regulations”) and the duration of your working time is not measured or |
1 | ||
(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 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 within ninety (90) days 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. The Company may deduct any money owed to the Company by you from your Annual Base Salary and Annual Cash Incentive (both as set forth in Exhibit A), or any other sums owed to you. |
(c) | Annual Long-Term Incentive Compensation: You are eligible to participate in IHS Markit’s annual incentive program for similarly situated executives of IHS Markit, as amended or otherwise modified from time to time by the HR Committee of the Board. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the HR Committee, as set forth in the applicable award agreement and in the IHS Markit Ltd. 2014 Equity Incentive Award Plan (or other plan under which the long-term incentive award is granted, collectively or individually, as amended from time to time, the “LTI Plan”). |
(d) | Personal Time Off: You will be eligible for participation in IHS Markit’s personal time off policy, as may be amended from time to time. |
(e) | Benefit Programs: During your employment, you and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by the Company or another applicable member of the Affiliated Group, on such terms and conditions as are generally provided to similarly situated executives of IHS Markit and subject at all times to the eligibility requirements and rules of the relevant plans. These may include retirement, savings, medical, life, disability and other insurance programs, as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit the sponsor’s ability to change, modify, cancel or amend any such plans, policies and programs. |
(f) | Sickness Pay and Condition: If you are absent from work for any reason, you must keep the Company reasonably updated and a doctor’s certificate must be |
2 | ||
3. | Termination of Employment |
(a) | Notice. The Company may terminate your employment at any time by giving you six months’ prior notice in writing. You may terminate your employment with the Company by giving the Company six months’ prior written notice, which the Company may waive in whole or in part. You agree that the Company may, at its absolute discretion, require you to comply with any or all of the following provisions during any period of notice (whether given by you or by the Company), provided always that the Company will continue to pay your salary and contractual benefits: |
(i) | not to enter or attend the premises of IHS Markit or any member of the Affiliated Group; |
(ii) | not to contact or have any communication with clients, employees, customers, agents or representatives of IHS Markit or any member of the Affiliated Group; |
(iii) | not to undertake all or any of your duties hereunder; |
(iv) | to immediately resign from any directorship which you hold in any member of the Affiliated Group and any trade and other organizations in which you serve as a representative of IHS Markit or any member of the Affiliated Group; and |
(v) | take any period of accrued but unused holiday entitlement. |
3 | ||
(b) | If your employment is terminated by the Company for Cause or if you resign without Good Reason (as defined below) for reasons other than retirement, you will be entitled to receive any earned but unpaid base salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with applicable employee benefit plans, policies and programs, including retirement plans and programs) accrued or owing through the Termination Date (as defined below) subject to such deductions as may be required by law (the “Accrued Benefits”) and neither the Company nor any other member of the Affiliated Group will have any further obligation to you, other than for any payments or benefits required to be made or provided under applicable law. |
(c) | If your employment is terminated by the Company without Cause or by you for Good Reason, you will receive the following payments 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 instalments; and (B) the portion of your annual cash incentive for the fiscal year of termination that is tied to the achievement of IHS Markit’s performance objectives for such fiscal year, based on IHS Markit’s actual achievement of such performance objectives for the full fiscal year, prorated for the number of days that have elapsed during such fiscal year prior to the Termination Date, which will be paid following the close of the fiscal year of termination at such time as the annual cash incentive for such fiscal year is paid to IHS Markit’s then current senior executives, subject to such deductions as may be required by law; |
(iii) | 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 twenty-four (24) month period following the Termination Date; and |
4 | ||
(iv) | continued vesting, according to the vesting schedule in effect as of the Termination Date, of (A) any unvested options, restricted share units and other time-based equity awards 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 (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 5); (B) any unvested performance-based equity awards held by you on the Termination Date, based on IHS Markit’s actual achievement of the applicable performance objectives for the full performance period, prorated for the number of days that have elapsed during such performance period prior to the Termination Date. |
(d) | If your employment is terminated on account of your death or Permanent Disability (as defined below), you, or your estate in the case of death, 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 twenty-four (24) month period following the Termination Date (applicable to your family in the event of your death); |
(iii) | any unvested options, restricted share units and other time-based equity awards then held by you will fully vest within 60 days of the Termination Date. 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 5, if applicable; and |
(iv) | any unvested performance-based equity awards then held by you will continue to vest, according to the vesting schedule in effect as of the Termination Date, based on IHS Markit’s actual achievement of the applicable performance objectives for the full performance period. |
(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 instalments; and (B) your target cash |
5 | ||
(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 within 60 days of the Termination Date 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 5) and (B) any unvested performance-based equity awards held by you, which shall be deemed to have the equivalent nature and share value at “target” level. |
(f) | If your employment is terminated on account of your retirement, you will be eligible for any retirement policy then in place for similarly situated executives of IHS Markit. |
(g) | If at any time you breach your obligations under Section 5 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), 3(e) and 3(f), 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. |
(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 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 |
6 | ||
(j) | Definitions |
(i) | “Cause” means the occurrence of any of the following: (A) willful malfeasance, willful misconduct or gross negligence by you in connection with your duties, (B) continuing refusal by you to perform your duties under any lawful direction of the Board after written or electronic notice of any such refusal to perform such duties or direction was given to you, (C) any willful and material breach of fiduciary duty owing to any member of the Affiliated Group by you, (D) your indictment of, or plea of guilty or nolo contendere to, a felony (or the equivalent of a felony in a jurisdiction other than the United States) or any other crime resulting in pecuniary loss or reputational harm to any member of the Affiliated Group (including theft, embezzlement or fraud) or involving moral turpitude; (E) your inability to perform the duties of your job as a result of on-duty intoxication or confirmed positive illegal drug test result; (F) your material breach of this letter agreement or any other agreement with the Company or any member of the Affiliate Group; or (G) your material breach of any policies (including sexual harassment policies) of the Company or any member of the Affiliate Group. For purposes of this provision, no act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interest of the Company, IHS Markit or the applicable member of the Affiliated Group. |
(ii) | “Good Reason” means the occurrence of any of the following: (A) the material diminution of your position (including titles, reporting relationships and compensation opportunity compared to similarly situated executives at the Company), duties or responsibilities, excluding immaterial actions not taken in bad faith; (B) the breach by the Company |
7 | ||
(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. | Release and Timing of Payments and Benefits |
8 | ||
5. | Restrictive Covenants |
(a) | In this Section, the following terms have the following meanings: |
(b) | You are likely to obtain trade secrets, confidential information and personal knowledge of and influence over customers and employees of the Company and of the Affiliated Group during the course of your employment. You agree that the Company (and each member of the Affiliated Group) has a legitimate interest in protecting these interests and in order to do so, you agree (and acknowledge that having had the opportunity to take legal advice, it is reasonable for you to agree) that you shall not during your employment by the Company and for the following periods after the Termination Date for whatever reason directly or indirectly, either alone or jointly with or on behalf of any third party and whether on your own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever: |
(i) | For 12 months following the Termination Date (“Restricted Period”) in the Prohibited Area and in competition with the Company or any member of the Affiliated Group engage, assist, provide services to or be interested in |
9 | ||
(ii) | For the Restricted Period, in competition with the Company or any member of the Affiliated Group, solicit the employment or engagement of any Key Employee (whether or not such person would breach their contract of employment or engagement by reason of leaving the service of the business in which they work); and |
(iii) | For the Restricted Period: |
(A) | solicit or canvass the business of, any Customer (or Prospective Customer); |
(B) | endeavour to entice away from the Company or any member of the Affiliated Group the business of any Customer (or Prospective Customer); |
(C) | interfere with the Company’s or any member of the Affiliated Group’s relationship with any Customer (or Prospective Customer); or |
(D) | deal with or otherwise accept the custom of any Customer (or Prospective Customer). |
(iv) | In perpetuity following the Termination Date, make negative comments or otherwise disparage the Company or any member of the Affiliated Group or any of their respective officers, directors, employees, shareholders, agents, services or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. For the purposes of this section 5(b)(iv), disparagement does not include (i) compliance with legal process or subpoenas to the extent only truthful statements are rendered in such compliance attempt; (ii) statements made in response to an inquiry from a court or regulatory body, or (iii) any protected disclosure under section 43A of the Employment Rights Act 1996, provided that in the case of any of (i) or (ii), subject to applicable law, you give the Company advance written notice of the comment or other communication and afford the Company an opportunity to seek a protective order. |
(c) | The length of the Restricted Period will be reduced by one day for each day during any period of notice (whether given by you or by the Company) that you adhere to a direction given by the Company to comply with the provisions of section 3(a)(i)-(iv). |
(d) | The provisions of this clause will not prevent you from being a passive owner of not more than 2 per cent. of the outstanding stock of any class of company or corporation that is publicly quoted or listed, so long as you have no active participation in the business of such company or corporation. |
10 | ||
(e) | Although you acknowledge and agree that the restrictions herein are reasonable, to the extent that any part of this Section 5 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 5 and those contained in any other agreement to which you are subject, the restrictive covenants in this Section 5 shall govern. Any Confidentiality and/or Innovation Agreement previously executed by you shall remain in full force and effect. |
6. | Annual leave and public bank holidays |
(a) | Your holiday year begins on 1st April and ends on 31st March each year. You will receive a paid annual leave entitlement of 25 working days during a complete holiday year (pro-rata for part-time employees) together with the normal UK Public and Bank holidays. In your first holiday year your annual leave entitlement will be proportionate to the amount of time left in the holiday year (calculated as 1/12th of the annual entitlement for each completed month of service during that holiday year). The holiday dates chosen must be taken during the holiday year to which the entitlement relates and untaken holiday cannot be carried forward. No payment is made in respect of holidays not taken. |
(b) | In the event of termination of employment your entitlement to annual leave will be calculated as 1/12th of the annual entitlement for each completed month of service during that holiday year and any annual leave accrued but not taken will be paid for. However, in the event of you having taken annual leave in the current holiday year, which has not been accrued pro-rata, then the appropriate payments will be deducted from your final salary. The Company will adjust your final salary payment accordingly using a divisor of 1/260th of base salary for full-time employees (pro-rated for part-time employees) to derive one day’s pay. |
(c) | Conditions relating to the taking of annual leave are shown in the relevant policies to which you should refer. |
7. | Confidentiality |
11 | ||
8. | Executive Protections; Defend Trade Secrets Act |
12 | ||
9. | Intellectual Property |
10. | Code of Conduct & Other Mandatory Training |
11. | Recoupment |
12. | Share Ownership Guidelines |
13 | ||
13. | Data Protection |
14. | Outside Interests |
15. | Pension |
14 | ||
16. | Grievance and Disciplinary Policies/Procedures |
17. | Health & Safety |
18. | 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) 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 shall be directed to: |
(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). The Contracts (Rights of Third Parties) Act 1999 shall only apply to this agreement in relation to any member of the Affiliated Group. No person other than the parties to this agreement and any member of the Affiliated Group shall have any rights under it and it will not be enforceable by any person other than those parties. |
15 | ||
(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. |
(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 on behalf of, or at the request of, the Company or any member of the Affiliated Group during the term of this letter agreement. |
(f) | Governing Law; Amendments. This letter agreement shall be governed by and construed in accordance with the laws of England, without reference to principles of conflict of laws. There are no collective agreements applicable to your employment. 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 taxes (including any National Insurance 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 the courts of England and Wales in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto. |
(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 |
16 | ||
17 | ||
/s/ Lance Uggla |
Lance Uggla 4/15/2019 |
(Date) |
Signed on behalf of Markit Group Limited by: /s/ Christopher McLoughlin |
Christopher McLoughlin, Director 16/04/2019 |
(Date) |
18 | ||
Title | Chairman and Chief Executive Officer |
Reporting To | IHS Markit’s Board of Directors |
Principal Work Location | London, United Kingdom |
Board or Committee Memberships | Mastercard Inc. Tate Foundation (Trustee) |
Annual Base Salary | USD 1,200,000 |
Annual Cash Incentive Compensation | For fiscal year 2019, 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 2019, your target cash incentive opportunity is 160% 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. |
Hire Date | 31 July 1995 |
19 | ||