|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred. In addition, for all time that you reasonably expend at the request of the Affiliated Group in cooperating pursuant to this Section 3(i) when you are no longer employed by the Company, the Company shall compensate you at a rate of $1,000 per day. Nothing in this section is intended to force you to participate in any matter or cooperate in any manner to the extent adverse to your individual legal interests, as reasonably determined by independent counsel.
(i) “Cause” means the occurrence of any of the following: (A) willful malfeasance, willful misconduct or gross negligence by you in connection with your duties, (B) continuing refusal by you to perform your duties (other than as a result of physical or mental disability) under any lawful direction of the person set forth on Exhibit A after written or electronic notice of any such refusal to perform such duties or direction was given to you, (C) any willful and material breach of fiduciary duty owing to any member of the Affiliated Group by you, (D) your conviction of, or plea of guilty or nolo contendere to, a felony (or the equivalent of a felony in a jurisdiction other than the United States) or any other crime resulting in pecuniary loss or reputational harm to any member of the Affiliated Group (including theft, embezzlement or fraud) or involving moral turpitude; or (E) your inability to perform the duties of your job as a result of on-duty intoxication or confirmed positive illegal drug test result. Termination of employment pursuant to clauses (A), (B) and (C) of this subsection shall not be deemed to be for Cause hereunder unless and until written notice has been delivered to you by the Company which specifically identifies the Cause which is the basis of the termination and, if the Cause is capable of cure, you have failed to cure or remedy the act or omission so identified within 14 calendar days after written notice of such breach. For the purposes of the immediately preceding sentence, a Cause event described in clauses (A), (B) and (C) of this subsection shall not be “capable of cure” if the Company or any member of the Affiliated Group, or any employee of IHS Markit has suffered reputational harm or other material damages as a result of the Cause. For purposes of this provision, no act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interest of the Company. IHS Markit or the applicable member of the Affiliated