IHS » Topics » General.

These excerpts taken from the IHS 10-Q filed Apr 4, 2006.
General. If there is a Change in Control (as defined below) and, within 1 year of such Change in Control, you terminate your employment for CIC Good Reason (as defined below) or you are terminated by the Company without Cause, you will receive a lump-sum cash payment equal to the sum of:

 

(i)                                     any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;

 

(ii)                                  an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate both prior to and subsequent to the Effective Date, up to a maximum aggregate amount under this subsclause (ii) equal to 2 years of your then Base Salary; and

 

(iii)                               your Target Bonus for the fiscal year of such termination, prorated for the number of days that have elapsed during such year.

 

In addition to the foregoing lump-sum payment:

 

(w)                               the Company will continue your participation in the Company’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits), for the Relevant Period following the date of such termination;

 

(x)                                   all unvested stock options, restricted stock and other equity awards then held by you will fully vest and become exercisable as of the effective date of such termination;

 

(y)                                 outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company; and

 

(z)                                   you will be credited with 2 additional years for the purposes of each of the age and service requirements of any retirement related employee benefit plans, programs and arrangements maintained by the Company and/or its Affiliates, in which you participated at the time of such termination.

 

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For purposes of this Letter Agreement, “

General. If there is a Change in Control (as defined below) and, within 1 year of such Change in Control, you terminate your employment for CIC Good Reason (as defined below) or you are terminated by the Company without Cause, yon will receive a lump-sum cash payment equal to the sum of:

 

(i)            any earned but unpaid Base Salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with the Company’s otherwise applicable employee benefit plans or programs, including retirement plans and programs) accrued or owing through the date of termination;

 

(ii)           an amount equal to 9 months of your then Base Salary plus an additional month of your then Base Salary for each year of your employment with the Company and/or an Affiliate, up to a maximum aggregate amount under this subsclause (ii) equal to 2 years of your then Base Salary; and

 

(iii)          your Target Bonus for the fiscal year of such termination, prorated for the number of days that have elapsed during such year.

 

In addition to the foregoing lump-sum payment:

 

(w)          the Company will continue your participation in the Company’s medical, dental and vision plans (or if you are ineligible to continue to participate under the terms thereof, in substitute arrangements adopted by the Company providing substantially comparable benefits), for the Relevant Period following the date of such termination;

 

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(x)            all unvested stock options, restricted stock and other equity awards then held by you will fully vest and become exercisable as of the effective date of such termination; and

 

(y)           outplacement services during the 6-month period following such termination provided by a service provider selected by the Company for the benefit of the executive officers of the Company.

 

For purposes of this Letter Agreement,

EXCERPTS ON THIS PAGE:

10-Q (2 sections)
Apr 4, 2006
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