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