IHS Markit Ltd. Equity Retirement Policy (December 2019)

This Policy shall not change, amend or alter an Eligible Employee’s right to receive earned but unpaid base salary or any other amounts accrued or owing to the Eligible Employee as a result of the Eligible Employee’s termination of service under or in accordance with any employment agreement, applicable employee benefit plans, or other policies and programs, including retirement plans or retirement programs, or applicable law.

An Eligible Employee shall be eligible to receive the benefits provided under this Policy provided that (i) the Eligible Employee terminates his or her service with the Company and, as applicable, members of the Affiliated Group on or after his or her attainment of (x) age sixty (60) and (y) twenty (20) years of service with the Company or any member of the Affiliated Group (either with one member or in total amongst multiple members of the Affiliated Group), based on the Eligible Employee’s Original Hire Date; and (ii) the Eligible Employee provides to the Company or the appropriate member of the Affiliated Group at least twelve (12) months prior written notice of the Eligible Employee’s intent to retire, which notice requirement the Company may waive in whole or in part (a “Retirement”).

If an Eligible Employee experiences a Retirement, as defined in Section 3 above, such Eligible Employee shall receive the following benefits, subject to the terms and conditions of the Policy, including the Eligible Employee’s execution of a release of claims as provided in Section 5 hereof.

granted at least twelve (12) months prior to the Termination Date and held by the Eligible Employee shall vest, based on target level of performance, if the Termination Date occurs prior to the completion of the applicable performance period, or based on IHS Markit’s actual achievement of the applicable performance objectives for the full performance period, if the Termination Date occurs after the completion of such performance period.

The terms and conditions of such equity incentive awards shall otherwise continue to be subject to the terms and conditions of the relevant plan and the applicable award agreements, and will be subject to local taxation requirements.

Any benefit that the Eligible Employee is eligible to receive under Section 4 will be contingent on the Eligible Employee’s execution of a release of claims in a form reasonably acceptable to the Company within forty-five (45) days of the Eligible Employee’s Termination Date and non-revocation of such release (the “Release”). If the Eligible Employee fails to execute the Release within such forty-five (45) day period, or if the Eligible Employee revokes the Release within seven (7) days following the execution of the Release, the Eligible Employee will not be eligible to receive any benefit pursuant to this Policy, including any benefit under Section 4. If the Eligible Employee executes the Release within such forty-five (45) day period and does not revoke the Release within seven (7) days following the execution of the Release, then the applicable vesting benefits set forth in Sections 4(a) and 4(c) shall occur on or before the sixty-fifth (65^th) day following the Termination Date. The benefits provided under Section 4 are in lieu of any termination benefits governing such equity incentive awards which would otherwise be provided under any standard severance plan, policy or program maintained by the Company or any member of the Affiliated Group or under applicable law.

The Eligible Employee’s entitlement to any of the benefits in Section 4 is contingent upon the Eligible Employee’s continued adherence to any restrictive covenants contained in any employment, restrictive covenant or similar agreement between Eligible Employee and the Company or any member of the Affiliated Group, including, but not limited to, post-termination obligations concerning non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions, other intellectual property or other restrictive covenants. Subject to Section 7 and applicable law, the Eligible Employee’s breach of any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions, other intellectual property or other restrictive covenant, in addition to whatever other equitable relief or monetary damages that the Company or any member of the Affiliated Group may be entitled to, shall result in automatic rescission, forfeiture, cancellation or return of any common shares of the Company (whether or not vested) and any amounts or benefits arising from this Policy held by the Eligible Employee. For the avoidance of doubt, this Section 6 expressly permits the Company to recoup or clawback the value of any compensation that the Eligible Employee receive under this Policy, should the Eligible Employee breach any restrictive covenants.

local fair employment practice agency. However, once this Policy becomes effective, an Eligible Employee may not receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that the Eligible Employee filed or is filed on their behalf.

The Policy shall be binding upon the Company and its successors and assigns, including any corporation, person or other entity which may acquire all or substantially all of the business or assets of the Company or any other corporation with or into which the Company is consolidated or merged or otherwise.

Employee, which rights are hereby expressly reserved by each, to terminate the Eligible Employee’s employment at any time and for any reason, with or without cause (as defined in the Eligible Employee’s employment or similar agreement, or if there is no such agreement or definition, as defined in the Company’s 2014 Equity Incentive Award Plan).