|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
2014 Equity Incentive Award Plan
subject to Non-Employee Director Awards, the conditions on which such Awards shall be granted, become vested and exercisable and/or payable and expire, and such other terms and conditions as the Committee shall determine in its sole discretion. The Non- Employee Director Equity Compensation Policy may be modified by the Committee from time to time in its sole discretion.
4.7. Stand-Alone and Tandem Awards.
Awards granted pursuant to the Plan may, in the sole discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.
Granting of Options
5.1. Granting of Options to Eligible Individuals.
The Committee is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.
5.2. Qualification of Incentive Share Options.
No Incentive Share Option shall be granted to any person who is not an Employee of the Company or any parent or subsidiary corporation (each as defined in Section 424(e) and 424(f) of the Code, respectively) of the Company. No person who qualifies as a Greater Than 10% Shareholder may be granted an Incentive Share Option unless such Incentive Share Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Share Option granted under the Plan may be modified by the Committee, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate Fair Market Value of the Shares with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are vested and exercisable for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent or subsidiary corporation thereof (each as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified Share Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the Fair Market Value of the Shares shall be determined as of the time the respective options were granted. Incentive Share Options that are not exercised within three (3) months following a Holder’s termination of employment with the Company and its Affiliates shall be treated as Non-Qualified Share Options to the extent required by Section 422 of the Code.
5.3. Option Exercise Price.
The exercise price per Share subject to each Option shall be set by the Committee, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Share Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) unless otherwise determined by the Committee. In addition, in the case of Incentive Share Options granted to a Greater Than 10% Shareholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).
5.4. Option Term.