|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
July 8, 2016
Mr. Daniel Yergin
c/o IHS Inc.
15 Inverness Way East
Englewood, CO 80112
Dear Mr. Yergin.
As you are aware, IHS Inc. (the “Company”) has entered into an Agreement and Plan of Merger by and among Markit, Ltd., Marvel Merger Sub, Inc. and the Company, dated as of March 20, 2016 (as may be amended, the “Merger Agreement”). Your continued strong contribution to the Company is important during this period, and the Company wishes to confirm your severance protection following the consummation of the transactions contemplated by the Merger Agreement (the “Merger Closing Date”) and provide you with an incentive for a successful transaction and integration. The terms of this letter agreement are conditioned on the Merger Closing Date and, if the Merger Closing Date does not occur this letter agreement is of no further force or effect.
You acknowledge that this letter agreement provides severance protection in lieu of all severance benefits, rights and entitlements that you are, or may become eligible to receive under your employment letter dated July 2, 2010, as amended (“Offer Letter”), and any other plans or agreements with the Company or its affiliates during the Protection Period; provided, that if a Change in Control (as defined in your Offer Letter) occurs following the consummation of the transactions contemplated by the Merger Agreement, you shall remain eligible for severance rights and benefits in accordance with the terms and conditions of your Offer Letter to the extent such rights and benefits are greater than the rights and benefits under this letter agreement (without duplication of benefits). Prior to the Merger Closing Date and following the expiration of the Protection Period, you will remain eligible for severance protection under your Offer Letter and any other plans or agreements with the Company or its affiliates. For the avoidance of doubt, the foregoing shall have no impact on any confidentiality or restrictive covenant agreements to which you are party, which shall continue in full force and effect. In addition the provisions contained in the “Termination” paragraph of your 2010 Restricted Stock Unit Award Document with respect to RSUs granted July 2, 2010 shall remain in effect to the extent the benefits in such paragraph are greater than the benefits under this letter agreement (without duplication of benefits).
In the event your employment is terminated by the Company or its affiliates without Cause or by you for Good Reason or by reason of your death or disability