Exhibit 10.2


 





 


November 1, 2004


 


Mr. Rohinton Mobed.


c/o IHS Group Inc.


15 Inverness Way East


Englewood, CO 80112


 


Dear Ron:


 


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 the date hereof (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 & Chief Operating Officer, IHS
Energy. 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”).


 


(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 $270,000, payable in accordance with the Company’s regular
payroll practices. The Compensation Committee of the Board (the “Committee”) will review 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. The performance objectives for your Annual Bonus will be
determined by the CEO.


 


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


 


Information Handling
Services Group Inc.


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


 

















 


Equity Grant is granted. The Company intends
to amend its Certificate of Incorporation to authorize the Company to issue up
to 80,000,000 shares of class A common stock. As soon as practicable after such
amendment, the Company will grant you 40,000 shares of restricted stock and/or
restricted stock units. The restricted stock and/or restricted stock units 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.


 


6.                                       Other
Benefits.


 


(a)                                  Employee Benefits. You will be eligible to
participate in the employee benefit plans, programs and arrangements maintained
by the Company.


 


(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.


 


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 yon are terminated by the Company without Cause (as defined below) at
any time during the Term, including by the Company giving you 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 both prior to and subsequent to the Effective Date, 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;


 


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(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.


 


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.


 


(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)
or 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)


 


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willful refusal or willful 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, 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, “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 file 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 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


 


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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 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 this Section 8 have been satisfied
in full or a court of


 


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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)                                 Nan-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
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 unit(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.


 


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(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.


 


(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 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.


 


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(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 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 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.


 


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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

  
	
   

  	
   

  	
  Name:

  	
  Charles Picasso

  
	
   

  	
   

  	
  Title:

  	
  CEO, IHS Group

  



 


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


 


 


	
  Dated as
  of           , 2004

  	
  /s/ Rohinton Mobed

  



 


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