|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
2014 Equity Incentive Award Plan
(1) an agreement that allows the Secondary Contributor to recover the whole amount or any portion of the Secondary Contributions from the Holder; or
(2) a form of joint election, in such form as determined by the Committee and approved in advance by Her Majesty’s Revenue and Customs (“HMRC”), for the transfer to the Holder of the whole amount or any portion of the Secondary Contributions (and the arrangements made in such election for securing that the Holder will satisfy the amount of Secondary Contributions transferred to the Holder have also been approved in advance by HMRC); and
If the relevant requirements of Section 11.2(b)(ii)(1) or (2) are satisfied within the specified period, the date of vesting of such Award or exercise of such Option, as applicable, shall be the date on which the condition is satisfied. If such requirements are not satisfied within the specified period, the vesting of such Award or exercise of such Option, as applicable, shall be ineffective, null and void.
11.3. Transferability of Awards.
(a) Except as otherwise provided in Section 11.3(b) and 11.3(c):
(i) No Award under the Plan may be sold, pledged, charged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;
(ii) No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, charge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by Section 11.3(a)(i); and
(iii) During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any vested and exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable laws of descent and distribution.
(b) Notwithstanding Section 11.3(a), the Committee, in its sole discretion, may determine to permit a Holder to transfer an Award other than an Incentive Share Option to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution or pursuant to a DRO; (i) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (i) the Holder and the Permitted Transferee shall execute any and all documents requested by the Committee, including any documents to (A) confirm the status of the transferee as a Permitted Transferee, (A) satisfy any requirements for an exemption for the transfer under Applicable Law and (A) evidence the transfer.
(c) Notwithstanding Section 11.3(a), a Holder may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Holder is married or a domestic partner in a domestic