|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
2014 Equity Incentive Award Plan
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.
Granting of Awards
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