|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
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,