Certain Terminations of Employment During the IHS/Markit Merger Protection Period
Notwithstanding the provisions of Sections 3(d) and 3(f) of the Letter Agreement, if, during the Protection Period (as defined below), your employment is terminated by the Company without Cause or by you for Good Reason, you will be eligible to receive the following payments and benefits:
(i) In lieu of any payments or benefits set forth in Sections 3(d)(ii) and 3(f)(ii) of the Letter Agreement, you shall receive a lump-sum cash payment (the “Severance Payment”) equal to (i) two times the sum of your Annual Base Salary and your Target Cash Incentive, and (ii) your Target Cash Incentive, pro-rated for the number of days that have elapsed during such fiscal year prior to the termination of your employment. The Severance Payment shall be paid within 15 days following the 60th day following your Termination Date, subject to applicable tax withholdings.
(ii) In lieu of any payments or benefits set forth in Sections 3(d)(iii) and 3(f)(iii) of the Letter Agreement, you shall be eligible for continued medical, dental, vision and employee assistance program coverage in the plans in which you were participating on your Termination Date (the “Health Benefits”) by paying the premium contribution rates applicable to active employees for comparable coverage, with such coverage to continue until the earlier of (A) the end of the month following 24 months after your Termination Date and (B) the date that you elect to terminate such coverage (the “Continuation Period”). The Health Benefits shall be treated as taxable income and subject to applicable tax withholdings at the time the Severance Payment is paid to you. You may elect COBRA coverage at the conclusion of the Continuation Period.
(iii) any outstanding equity awards granted to you that were outstanding on or prior to July 12, 2016.
For the avoidance of doubt, during the Protection Period and thereafter, all outstanding options, restricted share units, other time-based equity words and performance-based equity awards that were granted after July 12, 2016 shall be treated in accordance with Section 3 of the letter agreement.