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