|IHS MARKIT LTD. filed this Form 10-Q on 03/26/2019|
engagements or lecturing at educational institutions, it being understood that you will reimburse the Company out of any proceeds received for any such activities for expenses it incurs in connection therewith, (iii) appearing on, writing for and producing for film, radio, television and other forms of media, (iv) holding board and advisory positions for the already-approved third party entities identified on Exhibit A and such other entities, with the prior written consent of the Company, (v) investing and managing investments to the extent not in the energy research or energy consulting business, (vi) participating in civic and charitable activities and (vii) engaging in other activities consistent with the foregoing and consistent with your status as a public intellectual, and with the intention that you will perform your duties hereunder and at the same time may engage in other activities that will advance the reputation of the Company, the Affiliated Group and you and, to the extent commercially reasonable and approved or requested by IHS Markit, you will note your position at IHS Markit in your attribution related to any of these Permitted Activities.
2. Compensation and Benefits. Your compensation and benefits are as set forth below and in Exhibit A and Exhibit B.
(a) Annual Base Salary: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the payroll procedures of the Company (or the member of the Affiliated Group that pays your base salary) in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for any time off pursuant to IHS Markit’s personal time off policy, as provided in Section 2(d).
(b) Annual Cash Incentive Compensation: You are eligible to participate in IHS Markit’s annual incentive program for similarly situated executives of IHS Markit, as amended or otherwise modified from time to time by the Human Resources Committee (“HR Committee”) of IHS Markit’s Board of Directors (the “Board”), on the terms set forth on Exhibit A. Except as provided in this paragraph and in Section 3, to qualify for a payment under the annual incentive program, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of payment, in accordance with the terms and conditions of such program. The annual incentive payment shall be made no later than February 15 following the year for which such incentive is earned. The terms and conditions of the annual incentive program for any given performance period, including any performance measures and targets, will be approved at the discretion of the HR Committee.
(c) Annual Long-Term Incentive Compensation: In each of 2019, 2020 and 2021 (the “Annual LTI Years”), you will be eligible to receive an annual equity award grant set forth on Exhibit A to be awarded at the time that such Annual Long-Term Incentive Compensation are generally awarded to IHS Markit’s officers. These long-term incentive awards are governed by terms and