Exhibit 10.1


 





 


November 1, 2004


 


Jeffrey Tarr


c/o IHS Group Inc.


15 Inverness Way East


Englewood, CO 80112


 


Dear Mr. Tarr:


 


This
letter, written on behalf of the Board of Directors (the “Board”)
of IHS Group Inc., a Delaware corporation formerly known as HAIC Inc. (the “Company”), confirms the terms and conditions of your
employment with the Company.


 


1.             Term of Employment. Your employment under this Letter Agreement
is effective as of December 1, 2004 (the “Effective Date”)
and, subject to termination as provided in Sections 7 or 8, will end on the
first anniversary of the Effective Date; provided
that on each anniversary of the Effective Date, the term of your
employment will automatically be extended by an additional year unless the Company
or you give the other party written notice, at least 30 days prior to the applicable
anniversary of the Effective Date, that you do not or it does not want the term
to be so extended.  Such employment
period, as may be so extended, will hereinafter be referred to as the “Term”.


 


2.             Title and Duties.


 


(a)           Position. During the Term, you will be employed by the Company
as President and Chief Operating Officer, IHS Engineering. You will have such
duties and responsibilities and power and authority as assigned to you by the
Board or the President and Chief Executive Officer of the Company (the “CEO”). You will report directly to the CEO.


 


(b)           Exclusive Duties. During your employment by the Company, you
will devote substantially all your entire working time, attention and energies
to the business of the Company and its Affiliates (as defined below) and will
not, without the prior written consent of the Board undertake any other
business activities. Without limiting the generality of the foregoing, you will
not take any actions of the kind described in Section 11.


 


3.             Base Salary. During the Term, the Company will pay you a minimum base salary at
the annual rate of $360,000, payable in accordance with the


 


Information Handling Services Group Inc.


Inverness
Business Park •
15 Inverness Way East •
Englewood, Colorado 80112 •
(303) 790-0600 • Fax (303) 792-9034


 

















 


Company’s
regular payroll practices. The Human Resources and Compensation Committee of
the Board (the “Committee”) will review the CEO’s recommendation with respect to
your base salary annually and may, in its sole discretion, increase your base
salary based on your performance and the Company’s performance. Such base
salary, as may be increased, will hereinafter be referred to as your “Base
Salary”.


 


4.             Bonus. During
the Term, you will be eligible to receive an annual bonus (the “Annual
Bonus”) pursuant
to the Company’s then current annual incentive plan. Commencing with the fiscal
year beginning December 1, 2004, and for each subsequent fiscal year during the
Term, the bonus you shall be eligible to receive shall be in an amount equal to
55% of your Base Salary in effect at the beginning of such fiscal year at
“target performance”. The performance objectives for your Annual Bonus will be
recommended by the CEO and determined by the Committee at the beginning of each
fiscal year. The Committee will also determine at the beginning of each fiscal
year the level of performance that must be achieved for “minimum performance”
and “target performance” for each performance objective and the way in which
payout of the Bonus will scale for achievement of objectives between “minimum
performance” and “target performance” and for achievement of objectives above
“target performance”. No Annual Bonus shall be payable for performance at or below
“minimum performance”. If “minimum performance” is not achieved on each of the
financial objectives, payment on any other performance objectives will be
capped at the amount payable on such objectives for “target performance”. You
must be employed by the Company on November 30th of any fiscal year to be eligible to receive an Annual
Bonus for such fiscal year.


 


5.             Annual Long-Term
Incentive Grant. During the Term, you will be eligible to receive such
long-term incentive grant, consisting of stock options, restricted stock, other
equity-based awards, or a combination thereof, as determined by the Committee
(the “Equity
Grant”). The
size and terms of the Equity Grant will be determined by the Committee based on
your performance and the Company’s performance, as well as the terms of the
equity compensation plan under which the Equity Grant is granted. As soon as
practicable following the Effective Date, the Company will grant you 35,000
shares of restricted stock. The restricted stock will vest 25% on the second
anniversary of the Effective Date, 25% on the third anniversary of the
Effective Date and 50% on the fourth anniversary of the Effective Date. At the
time of an initial public offering (IPO) of the Company’s stock, the Company
will grant you an additional 15,000 shares of restricted stock, which will be
fully vested at the time of the IPO. You agree to enter into any lock up
agreement required by the underwriters in connection with the IPO. You will also
be subject to the Company’s equity retention policy for executive officers as
in effect from time to time.


 


2

















 


6.             Other Benefits.


 


(a)           Employee Benefits. You will be eligible to participate in the
employee benefit plans, programs and arrangements maintained by the Company as
in effect from time to time. Such plans currently include medical, dental,
vision, life and Accident, Death & Disability insurances, short and long
term disability insurances, voluntary insurance plans, as well as participation
in the Company’s 401K plan and Retirement Income Plan. Eligibility for benefits
is the first of the month after the Effective Date, with the exception of the
Retirement Income Plan, which is one year after the Effective Date.


 


(b)           Vacation. You will be entitled to not less than 24 days
of paid vacation per calendar year in accordance with the Company’s vacation
policy as in effect from time to time.


 


(c)           Reimbursement. The Company will reimburse you for all reasonable
expenses and disbursements in carrying out your duties and responsibilities
under this Letter Agreement in accordance with Company policy for executive
officers as in effect from time to time.


 


(d)           Signing Bonus. In the event as a result of your resignation
you do not receive a bonus from Dun & Bradstreet, the Company will pay you
a signing bonus of $150,000 in two installments. The first installment of
$75,000 will be paid on the Effective Date, and the second installment of
$75,000 will be paid 90 days after the Effective Date. If you voluntarily
terminate your employment with the Company prior to the first anniversary of
the Effective Date for any reason, you will reimburse the Company on a pro rata
basis for the amount of the signing bonus based upon the period between the
termination date and the first anniversary of the Effective Date.


 


(e)           Relocation. You will be eligible for
relocation benefits under the Company’s Executive Relocation Policy, a copy of
which has been provided to you. Temporary housing will be extended to 90 days.


 


7.             Termination of Employment (Non-Change in
Control). Subject to Section
9:


 


(a)           Resignation for Good Reason
or Termination Without Cause. If
you terminate your employment for Good Reason (as defined below) or you are
terminated by the Company without Cause (as defined below) at any time during
the Term, including by the Company giving you


 


3

















 


notice
that it does not want the Term to be extended as provided in Section 1, 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, up to a maximum aggregate
amount under this subclause (ii) equal to 2 years of your then Base Salary; and


 


(iii)          your Target Bonus for such year, 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 (as defined below) following the date of such termination;


 


(x)            vesting of unvested stock options, restricted
stock and other equity awards then held by you will be determined in accordance
with the terms and conditions of the applicable equity compensation plan under
which each such Equity Grant is granted; 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, the Relevant Period means, in the event you
receive payments pursuant to Sections 7(a)(ii) or 8(a)(ii), the period
following termination of your employment equal to the total number of months
upon which the payments thereunder are calculated, up to a maximum period of 2
years’. Credit for the year in which termination occurs will be given for
purposes of calculating payments pursuant to Sections 7(a)(ii) or 8(a)(ii) if
you have completed six months or more of service beyond the prior anniversary
date of your employment.


 


4

















 


(b)           Termination Other than for
Good Reason or for Cause. If
you terminate your employment other than for Good Reason (including if you give
notice that you do not want to extend the Term as provided in Section 1) for if
your employment is terminated by the Company for Cause, you will receive no
further payments, compensation or benefits under this Letter Agreement, except
you will be eligible to receive, immediately upon the effectiveness of such
termination, 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 prior to the effectiveness of your termination and such compensation or
benefits that have been earned and will become payable without regard to future
services. 


 


(c)           Death, Disability or
Retirement. If your
employment terminates by reason of death, Disability or retirement (as defined
in the Company’s equity compensation plan then in effect), you or your beneficiaries
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; and


 


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


 


If
your employment terminates by reason of your retirement, then in addition to
benefits to which you may be entitled pursuant to this Letter Agreement, your
entitlements in connection with a termination of your employment pursuant to
your retirement under the Company’s otherwise applicable employee benefit and
retirement plans and programs (including without limitation under the Company’s
equity compensation plans), will be determined in accordance with such
applicable plans and programs.


 


For purposes of this Letter
Agreement, “Good  Reason” means
the Company’s breach of any of its material obligations under this Letter
Agreement, excluding immaterial actions (or failures of action) not taken (or
omitted to be taken) in bad faith and which, if capable of being remedied, are
remedied by the Company within 30 days of receipt of notice thereof given by
you. For purposes of this Letter Agreement, “Cause”
means any of the following: (i) conviction of or pleading guilty to a felony,
(ii) commission of intentional acts of misconduct that materially impair the
goodwill or business of the Company or cause material damage to its property,
goodwill or business, or (iii) willful refusal or willful


 


5

















 


failure to perform your
material duties under this Letter Agreement after written
demand that you do so. Termination of the employment shall not be deemed to be
for Cause hereunder unless and until (A) 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 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. Notwithstanding the
foregoing, you shall not be deemed to have been terminated for Cause without reasonable
notice to you setting forth the reasons, facts and circumstances for the
Company’s intention to terminate for Cause and an opportunity for you, together
with your counsel, to be heard before the Committee or the Board.


 


8.             Change in Control. Subject to Section 9:


 


(a)           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;


 


6

















 


(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, “Change in Control” means
the first to occur of:


 


(i)            the acquisition, directly or indirectly, by
any person or group (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as from time to time amended) of the beneficial ownership
of securities of the Company possessing more than 50% of the total combined
voting power of all outstanding securities of the Company;


 


(ii)           a merger or consolidation in which the Company is not the surviving
entity, except for a transaction in which the holders of the outstanding voting
securities of the Company immediately prior to such merger or consolidation
hold, in the aggregate, securities possessing more than 50% of the total
combined voting power of all outstanding voting securities of the surviving
entity immediately after such merger or consolidation;


 


(iii)          a reverse merger in which the Company is the surviving entity but in
which securities possessing more than 50% of the total combined voting power of
all outstanding voting securities of the Company are transferred to or acquired
by a person or persons different from the persons holding directly or
indirectly those securities immediately prior to such merger;


 


(iv)          the sale, transfer or other disposition (in one transaction or a series
of related transactions) of all or substantially all of the assets of the
Company;


 


(v)           the approval by the shareholders of a plan or proposal for the liquidation
or dissolution of the Company, or


 


(vi)          as a result of, or in connection with, any cash tender or exchange
offer, merger or other business combination, sale of assets or contested
election, or any combination of the foregoing transactions (a “Transaction”), the persons who


 


7

















 


are members of the board of directors of the Company before the
Transaction will cease to constitute a majority of the board of directors of
the Company or any successor thereto.


 


Notwithstanding the foregoing, in no event will a Change in Control be
considered to have occurred as a result of: (i) the distribution by the Company
to its stockholder(s) of stock in an Affiliate; (ii) the contribution by the
Company of some or all of its assets in a transaction governed by Section 351
of the Code; (iii) any inter-company sale or transfer of assets between the
Company and any Affiliate; (iv) a dividend distribution by the Company; (v) a
loan by the Company to any third party or an Affiliate; (vi) a Transaction, or
series of Transactions, after which an Affiliate of the Company before such
Transaction or series of Transactions, is either directly or indirectly in
control of the Company thereafter; (vii) if the controlling shareholder is a trust,
the acquisition, directly or indirectly, of the beneficial ownership of
securities of the Company by any beneficiary of such trust if such beneficiary
has a greater than 25% interest in such trust, or any descendants, spouse,
estate or heirs of any such beneficiary, or a trust established for such
beneficiary or for any descendants, spouse or heirs of such beneficiary; or
(viii) the first underwritten primary public offering of the shares of common
stock of the Company pursuant to an effective registration statement (other
than a registration statement on Form S-4 or Form S-8 or any similar or
successor form) under the Securities Act of 1933, as from time to time amended.
For purposes of this Agreement, “Affiliate”
means any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated association or other entity (other than the
Company) that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with, the Company,
including, without limitation, any member of an affiliated group of which the
Company is a common parent corporation as provided in Section 1504 of the
Internal Revenue Code of 1986, as from time to time amended (the “Code”).


 


For purposes of this Letter Agreement, “CIC Good
Reason” means any of:


 


(i)            the
material diminution of your position (including status, titles and reporting
relationships), duties or responsibilities, excluding immaterial actions not
taken in bad faith;


 


(ii)           the
breach by the Company of any of its material obligations under this Letter
Agreement, excluding immaterial actions (or failures or action) not taken (or
omitted to be taken) in bad faith and which, if


 


8

















 


capable
of being remedied, are remedied by the Company within 30 days after receipt of
notice thereof given by you;


 


(iii)          the Company’s relocation of your principal location of work by more
than 50 miles (other than any relocation recommended or consented to by you);
it being understood, however, that you may be required to travel on business to
other locations as may be required or desirable in connection with the
performance of your duties as specified in this Letter Agreement.


 


(b)           Tax Indemnity. If it is determined that any payments and
benefits that you receive from the Company or an Affiliate as a result of the
Change in Control will result in you being subject to an excise tax under
Section 4999 of the Code, then the Company will make a Gross-Up Payment (as
defined below) to or on behalf of you as and when any such determination is
made; provided you take such
action (other than waiving your right to any payments or benefits) as the
Company reasonably requests under the circumstances to mitigate or challenge
such tax. Any such determination will be made in accordance with Sections 280G
and 4999 of the Code and any other applicable law, regulations, rulings or case
law. If the Company reasonably requests that you take action to avoid
assessment of, or to mitigate or challenge, any such tax or assessment,
including restructuring your right to receive any payments or benefits to which
you are entitled (other than under this paragraph), you agree to consider such
request (but in no event to waive or limit your right to any payments or
benefits in a manner that would not be neutral to you from a financial point of
view), and in connection with any such consideration, the Company will provide
such information and advice as you may reasonably request and will pay for all
reasonable expenses incurred in effecting your compliance with such request and
any related taxes, fines, penalties, interest and other assessments. The term “Gross-Up Payment” means an additional amount such that you
will, on an after-tax basis (including any income tax, payroll tax, further
excise tax, interest, penalties and other assessments levied on any payment or
benefit) receive the full amount of the payments and benefits for which the
Company is liable, as if there was no excise tax under Section 4999 of the Code
on any of your payments or benefits. To the extent permitted by applicable law,
you agree to return to the Company the excess of any Gross-Up Payment made to
you over the payment which would have been sufficient to put you in such same
after-tax position. Nothing in this Section 8 is intended to violate the
Sarbanes-Oxley Act and to the extent that any advance or payment obligation
hereunder would do so, such obligation will be modified so as to make the
advance a nonrefundable payment to you and the payment obligation null and
void. This Section 8 will continue in effect until you agree that all of the
Company’s obligations to you under


 


9

















 


this
Section 8 have been satisfied in full or a court of competent jurisdiction
makes a final determination that the Company has no further obligations to you
under this Section 8, whichever comes first.


 


9.                Release. Other than if your employment terminates by reason of death or
Disability, any payment or benefit that you are eligible to receive under
Sections 7 or 8 will be contingent on your execution of a release substantially
in the form attached hereto as Exhibit A prior to or concurrently with
the provision of such payment or benefit. The payments or benefits you are
eligible to receive under Sections 7 or 8 are in lieu of any termination
payments or benefits which you might otherwise be eligible to receive under any
standard severance policy maintained by the Company and/or its Affiliates.


 


10.              Covenants. In exchange for the remuneration outlined above, in addition to
providing service to the Company as set forth in this Letter Agreement, you
agree to the following covenants:


 


(a)           Confidentiality. You acknowledge that during your employment,
you will occupy a position of trust and confidence. Accordingly, you agree that
following any termination of your employment, you will keep confidential any
trade secrets and confidential or proprietary information of the Company and
its affiliates which are now known to you or which hereafter may become known
to you as a result of your employment or association with the Company and will
not at any time directly or indirectly disclose any such information to any
person, firm or corporation, or use the same in any way other than in
connection with the business of the Company during, and at all times after, the
termination of your employment. For purposes of this Letter Agreement, “trade secrets and confidential or proprietary
information” means information unique to the Company or an affiliate
of the Company which has a significant business purpose and is not known or
generally available from sources outside the Company or typical of industry
practice, but will not include any of the foregoing (i) that becomes a matter
of public record or is published in a newspaper, magazine or other periodical
available to the general public, other than as a result of any act or omission
of you or (ii) that is required to be disclosed by any law, regulation or order
of any court or regulatory commission, department or agency; provided that you give prompt notice of
such requirement to the Company to enable the Company to seek an appropriate
protective order or confidential treatment.


 


(b)           Non-Competition. You further covenant that during your employment
and during the Restricted Period (as defined below), you will not, for yourself
or on behalf of any other person, partnership, company or corporation, in the
United States of America of elsewhere in the world, directly or indirectly,
engage in, acquire any financial or beneficial interest


 


10

















 


in
(except as provided in the next sentence), be employed by, or own, manage,
operate or control any entity which is engaged in, any business in competition
with any business of the Company or any subsidiary of the Company.
Notwithstanding the preceding sentence, (i) you will not be prohibited from
owning less than 1% of any publicly traded corporation, whether or not such
corporation is in competition with the Company, and (ii) you will not be
prohibited during the Restricted Period from being employed by or providing
services to a company with multiple product-lines and/or service lines where
one or more of its product-lines or service-lines is in competition with the
Company so long as you have no direct or indirect contact with the units(s)
involved with the competitive products/services. For purposes of this Letter
Agreement, “Restricted Period” means the
longer of (i) the 1-year period following termination of your employment, or
(ii) in the event you receive payments pursuant to Sections 7(a) (ii) or 8 (a)
(ii) in an amount greater than 1 year of your then Base Salary, the period
following termination of your employment equal to the total number of months
upon which the payments thereunder are calculated, up to a maximum period of 2
years.


 


(c)           Non-Solicitation of
Employees. You further
covenant that during your employment and during the Restricted Period, you will
not, directly or indirectly, hire, or cause to be hired by an employer with
whom you may ultimately become associated, any employee of the Company or a
subsidiary of the Company at the time of termination of your employment with
the Company.


 


(d)          Employee Invention
Agreement. If you have not
previously executed the Company’s standard form of Employee Invention
Agreement, simultaneously with the execution of this Agreement you will also
execute and deliver to the Company the Company’s standard form of Employee
Invention Agreement.


 


(e)           Equitable Relief and Other
Remedies. You acknowledge
and agree that the Company’s remedies at law for a breach or threatened breach
of any of the provisions of this Section 10 would be inadequate and, in
recognition of this fact, you agree that, in the event of such a breach or
threatened breach, in addition to any remedies at law, the Company, without
posting any bond, will be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.


 


11

















 


(f)            Reformation.
If it is determined by a court of competent jurisdiction that any
restriction in this Section 10 is excessive in duration or scope or is unreasonable
or unenforceable under the law of that jurisdiction, it is the intention of the
parties that such restriction may be modified or amended by the court to render
it enforceable to the maximum extent permitted by the law of that jurisdiction.


 


(g)          Survival
of Provisions. Without effect as to the survival of other provisions of
this Letter Agreement intended to survive the termination or expiration of your
employment, the obligations contained in this Section 10 will survive the
termination or expiration of your employment with the Company and will be fully
enforceable thereafter.


 


11.              Indemnification.
The Company will indemnify and make permitted advances to you to the fullest
extent permitted by applicable law, if you are made or threatened to be made a
party to a proceeding by reason of your being or having been an officer,
director or employee of the Company or any of its subsidiaries or affiliates or
your having served on any other enterprise as a director, officer or employee
at the request of the Company. In addition, the Company will maintain insurance,
at its expense, to protect you against any such expense, liability or loss to which
you would be entitled to indemnification or reimbursement under the foregoing
sentence.


 


12.              Representations.
By signing this Letter Agreement where indicated below, you represent that you
are not subject to any employment agreement or non competition agreement that
could subject the Company or any of its affiliates to any future liability or
obligation to any third party as a result of the execution of this Letter
Agreement and your employment by the Company.


 


13.              Miscellaneous
Provisions.


 


(a)           This
Letter Agreement may not be amended or terminated without the prior written
consent of you and the Company.


 


(b)           This
Letter Agreement may be executed in any number of counterparts which together
will constitute but one agreement


 


(c)           This
Letter Agreement will be binding on and inure to the benefit of our respective
successors and permitted assigns and, in your case, your heirs and other legal
representatives. If you should die while any amount would still be payable to
you hereunder had you continued to live, all such amounts, unless otherwise
provided herein, will be paid in accordance with the terms of this Letter Agreement
to your devisee, legatee or other designee or, if there is no such designee, to
your estate. The rights and obligations described in this Letter Agreement may
not be assigned by either party without the prior written consent of the other


 


12

















 


party;
provided, however, the Company may assign its rights and obligations described
in this Letter Agreement without your consent upon the transfer of all or
substantially all of the business and/or assets of the Company (whether by
purchase, merger, consolidation or otherwise).


 


(d)           Subject
to Section 10, all disputes arising under or related to this Letter Agreement
will be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration
Association then in effect, such arbitration to be held in the Denver, Colorado
metropolitan area, as the sole and exclusive remedy of either party. Any judgment
on the award rendered by such arbitration may be entered in any court having
jurisdiction over such matters.


 


(e)           Except
where prohibited by applicable law, all amounts payable to you under this
Letter Agreement will be subject to required tax withholding but will otherwise
not be subject to offset.


 


(f)            All
notices under this Letter Agreement will be in writing and will be deemed
effective when delivered in person, by courier service, or 5 days after deposit thereof in the U.S. mail,
postage prepaid, for delivery as registered or certified mail, addressed to the
respective party at the address set forth below or to such other address as may
hereafter be designated by like notice. Unless otherwise notified as set forth
above, notice will be sent to each party as follows:


 


	
   

  	
  You,
  to:

  
	
   

  	
   

  
	
   

  	
  The
  address as is maintained in the Company’s records

  
	
   

  	
   

  
	
   

  	
  The
  Company, to:

  
	
   

  	
   

  
	
   

  	
  IHS
  Group Inc.

  
	
   

  	
  15
  Inverness Way East

  
	
   

  	
  Englewood,
  CO 80112

  
	
   

  	
  Attention:
  Senior Vice President, Human Resources

  



 


(g)           This
Letter Agreement will be governed by and construed and entered in accordance
with the laws of the State of Colorado without reference to rules relating to
conflict of laws.


 


(h)           This
Letter Agreement constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral (including any term sheet) between the
Company (or its predecessor or affiliates) and


 


13

















 


you with respect to the subject matter hereof. This Letter Agreement
also supersedes any inconsistent provisions of any plan or arrangement that
would otherwise be applicable to you to the extent such provisions would limit
any rights granted to you hereunder or expand any restrictions imposed on you
hereby.


 


This Letter
Agreement is intended to be a binding obligation upon both the Company and
yourself. If this Letter Agreement correctly reflects your understanding,
please sign and return one copy to Susan Auxer for the Company’s records.


 


 


	
   

  	
  IHS GROUP
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  Picasso

  
	
   

  	
   

  	
  Charles
  Picasso

  
	
   

  	
   

  	
  President
  & CEO, IHS Group

  



 


The above Letter Agreement correctly reflects our understanding, and I
hereby confirm my agreement to the same.


 


 


	
  Dated as of November
  1, 2004

  	
  /s/ Jeffrey
  Tarr

  
	
   

  	
   

  
	
  10/14/04

  	
   

  



 


14