EX-10.38



 Exhibit (10.38) 
  





 
 September 24, 2015 

Neeraj Sahai 
 [*****] 

[*****] 
  

	Re:	Separation Agreement and Release 

 Dear Neeraj: 

This Agreement and Release (“Agreement”) is between you and McGraw Hill Financial, Inc. (“MHFI” or the
“Company”). Reference is made to the McGraw Hill Financial, Inc. Senior Executive Severance Plan (amended and restated effective as of January 1, 2015) (the “Severance Plan”). 

1. You and the Company hereby mutually agree that your employment and all of your positions with MHFI and its subsidiaries, divisions and
affiliates (collectively, the “Company Group”) terminated effective as of September 8, 2015 (the “Termination Date”). The Termination Date is the last day you are required to report to work (the “Last Day of
Work”). You acknowledge that given the status of Standard & Poor’s Ratings Services (“S&P Ratings”) as a regulated entity and a nationally recognized statistical rating organization, your termination from such
positions may require additional formalities. As such, you agree to cooperate with MHFI to take all actions as may be required by any local law, government agency or other regulatory body relating to your termination of such positions with the
Company Group, including, upon the request of MHFI from time to time, promptly executing any resignation forms, questionnaires or other similar documents. 

2. Subject to the terms and conditions of this Agreement, and in return and consideration for (i) signing and returning this Agreement
within 21 days of your receipt of this Agreement, as provided in Section 4 below; (ii) not revoking this Agreement during the Revocation Period as provided in Section 5; (iii) the waiver, discharge and general release of all claims, as
provided in Section 7 of this Agreement; and (iv) your compliance with all the terms and conditions of this Agreement, you will receive payments and benefits as follows: 

(a) Separation Pay. You will receive Separation Pay in the aggregate amount of $1,200,000, less any deductions required by law or
authorized by you (the “Separation Pay”), which is equal to 18 months of your annual base salary, which Separation Pay will be paid to you as follows: 

(i) Over the first 12 months following the Termination Date (the “Separation Period”), you will receive an amount
equal to $800,000, less any 







 
deductions required by law or authorized by you, paid to you in installments in accordance with the Company’s payroll practices in effect from time to time. Subject to any delay in payment
required under Section 22 below, installments will commence on the first pay day of the first regular payroll cycle coincident with or next following your Termination Date or, if later, on the first pay day of the first regular payroll cycle
coincident with or next following the Effective Date, as defined below (except that if your Return Period (as defined in Section 4) begins in one of your taxable years and ends in another, installments won’t commence until the first pay day of
the first regular payroll cycle in the second taxable year); provided that if your installments begin later than the first pay day of the first regular payroll cycle coincident with or next following your Termination Date, any installments that
would have been paid or provided to you had your installments started on the first day of the first regular payroll cycle coincident with or next following your Termination Date will be paid or provided to you as part of your first installment
payment. 
 (ii) The remaining $400,000 of the Separation Pay, less any deductions required by law or authorized by you, will be payable in a
lump sum payment on or within 30 days following the first anniversary of your Termination Date. 
 (b) Benefits Continuation. Your
existing elections in all Company-sponsored life, medical, and dental insurance benefit plans will continue during the Separation Period; provided that such continued participation shall be subject to: (x) the terms of those plans,
(y) such continued participation being permitted by applicable law and not otherwise prohibited under such plans, as determined by the Company and (z) the Company continuing to offer such plans to similarly situated active employees of the
Company and similarly situated active employees continuing to be eligible to participate in or accrue benefits under such plans and programs. Such continued participation will be provided at the “active employee rates,” and your portion of
the applicable premium payments will be automatically deducted from your Separation Pay checks during the Separation Period. Your benefits under the 401(k) Savings and Profit Sharing Plan of MHFI and Its Subsidiaries and the MHFI 401(k) Savings and
Profit Sharing Plan Supplement shall be governed by the terms of such plans. 
 (c) Lump Sum Benefits Payment. The Company shall pay
to you in a lump sum, on or within 30 days following the first anniversary of your Termination Date, a cash amount equal to $40,000, less any deductions required by law or authorized by you. 

(d) Long-Term Incentive Compensation. Your outstanding long-term incentive awards granted under the 2002 Stock Incentive Plan, as
amended (the “SIP”) and the applicable award documentation thereunder, all of which are listed on Attachment 1, will either remain outstanding or will be forfeited, as provided under Attachment 1. All of your long-term incentive
awards that remain outstanding shall remain subject to the SIP and the applicable award documentation thereunder, and any such awards that are forfeited shall be cancelled as of the Termination Date for no consideration. 

  
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 (e) Short Term Incentive Compensation. In accordance with and subject to the
Company’s Key Executive Short-Term Incentive Compensation Plan, as amended effective January 1, 2014 (the “STIC”), on or before March 15, 2016, you shall receive a payment relating to your 2015 annual bonus under the STIC
equal to a pro-rated portion of your 2015 annual bonus for each full month during 2015 completed prior to the Termination Date, with your 2015 annual bonus (before being pro-rated) being determined as follows: (1) the Individual Formula Amount
and the Individual Performance Amount (in each case, as defined in the STIC) will be determined in accordance with the terms of the STIC based upon actual achievement for the year of the Performance Objectives (as defined in the STIC) for the bonus
pool in which you participated for 2015. 
 (f) Fee Reimbursement. You will be entitled to reimbursement for personal tax preparation
fees of up to $2,200 in the aggregate for 2015. You will also be entitled to reimbursement for your legal fees relating to the negotiation of this Agreement of up to $15,000 in the aggregate. You acknowledge that any such reimbursements provided
pursuant to this paragraph (f) will be taxable income to you. 
 3. You understand and agree that (i) you would not receive the
consideration described in this Agreement except for your execution of this Agreement and the fulfillment of the promises contained herein and (ii) the consideration provided in this Agreement exceeds any sums or benefits to which you would
otherwise be entitled under any applicable policy, plan and/or procedure of any member of the Company Group or any previous agreement or understanding between you and any member of the Company Group. 

As described further in Sections 15 and 16, you have the right under Federal law to certain protections for cooperating with or reporting
legal violations to the Securities and Exchange Commission (the “SEC”) and/or its Office of the Whistleblower, as well as certain other governmental entities. No provisions in this Agreement are intended to prohibit you from disclosing
this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity, and you may do so without disclosure to the Company. The Company may not retaliate against you for any of these activities, and
nothing in this Agreement would require you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity. 

Further, nothing in this Agreement precludes you from filing a Charge of Discrimination with the Equal Employment Opportunity Commission or
a like charge or complaint with a state or local fair employment practice agency. However, once this Agreement becomes effective, you 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 you filed or is filed on your behalf. 

  
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 4. You are hereby given 21 days from the date you receive this Agreement to consider the terms of
this Agreement and to decide whether or not to sign and return this Agreement (the “Return Period”). This means you must sign and return this Agreement by September 26, 2015 (the “End of the Return Period”). If you do not
sign and return this Agreement by the End of the Return Period, it will automatically be deemed null and void (other than with respect to your rights under Sections 15 and 16) and it will not impose any obligation on the Company or you. You may
decide to sign and return this Agreement in less than 21 days if you wish. 
 Please send your signed Agreement to: 

Attn. France M. Gingras 

Acting Executive Vice President of Human Resources 

McGraw Hill Financial, Inc. 

55 Water Street 

New York, NY 10041 

5. If you timely sign and return this Agreement as provided above, you will have seven days after signing this Agreement to change your mind
and revoke this Agreement (“Revocation Period”). If you wish to revoke your decision, you must do so by timely delivering written notice of your revocation to: 

Attn. France M. Gingras 

Acting Executive Vice President of Human Resources 

McGraw Hill Financial, Inc. 

55 Water Street 

New York, NY 10041 
 Your
notice of revocation, to be effective, must state that you are revoking your acceptance of this Agreement. If you revoke this Agreement during the Revocation Period, the Agreement will be deemed null and void (other than with respect to your rights
under Sections 15 and 16) and it will not impose any obligation on MHFI or you, and you will not receive any of the payments or benefits described in this Agreement. 

6. If you timely sign and return this Agreement and do not revoke it during the Revocation Period, it will become effective on the eighth day
after you sign the Agreement (the “Effective Date” of this Agreement). 
 7. In return for the consideration furnished to you by
MHFI, as set forth in Section 2 and the other consideration furnished to you pursuant to this Agreement, you hereby discharge and generally release each member of the Company Group and their respective successors, predecessors and assigns and their
current and former directors, officers and employees, both individually and in their corporate capacities (hereafter collectively known as the “MHFI Releasees”) from all claims, causes of action, suits, agreements, and damages which you
may have now or in the future against the MHFI Releasees for any act, omission or event occurring up to and including the date on which you sign this Agreement, including but not limited to, any 

  
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claims or causes of action you ever had, now have or could have, without limitation, pursuant to: (i) the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of
1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Family and Medical Leave Act of 1993, the Immigration Reform and Control Act, the
Americans with Disabilities Act of 1990, and the Worker Adjustment and Retraining Notification Act, all as amended; the Sarbanes-Oxley Act of 2002, 18 U.S.C. §1514; Sections 748 (h)(i), 922 (h)(i) and 1057 of the Dodd-Frank Wall Street and
Consumer Protection Act (the “Dodd Frank Act”), 7 U.S.C. §26(h), 15 U.S.C. §78u-6(h)(i) and 12 U.S.C. §5567(a) but excluding from this release any right you may have to receive a monetary award from the SEC as an SEC
Whistleblower, pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other federal or state agency pursuant to a similar program; (ii) New York State Human
Rights Law, New York City Human Rights Law, New York Rights of Persons With Disabilities, New York Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim, New York Equal Pay Law, New York
Nondiscrimination Against Genetic Disorders Law, New York Labor Law, New York Wage Hour and Wage Payment Laws, and New York Minimum Wage Law, as amended; (iii) all other federal, state and local laws, regulations or ordinances regarding civil,
human rights, employment, age, retirement, or discrimination and any claim for costs, fees, or other expenses, including attorney’s fees, in connection with any of these matters or any and all common law or contract claims, including but not
limited to, any claim for employee benefits. By executing this Agreement, you hereby agree that you will not initiate or maintain any proceeding in any judicial forum, or under MHFI’s Fast and Impartial Resolution Program (FAIR), relating to
any matters covered by this Agreement. This release, however, shall not apply to the performance of MHFI’s express obligations to you under this Agreement. Both you and MHFI may institute an action to specifically enforce any term of this
Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement is intended to waive or release your vested rights under ERISA with regard to any tax qualified plan. In addition, notwithstanding anything herein to the contrary,
nothing in this Agreement is intended to waive or release any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter or bylaws of the Company, or
under applicable law. 
 8. By signing this Agreement, you represent and affirm that you have been paid and/or have received all
compensation, wages, bonuses, commissions, and/or benefits from the Company Group to which you are entitled as of the Effective Date and that no other compensation, wages, bonuses, commissions and/or benefits are due to you as of the Effective Date,
except as provided for in Section 2 of this Agreement, under any program, plan or arrangement of or agreement with any member of the Company Group, including the Severance Plan, the STIC or the SIP (and the award documentation thereunder), or
otherwise. With respect to the payments and benefits described in Section 2 of this Agreement, in the event of any inconsistency between this Agreement and the Severance Plan, the STIC or the SIP (and the award documentation thereunder), this
Agreement shall govern. 

  
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 9. Except as provided in Sections 15 and 16, you hereby agree that the terms of this Agreement,
including the provisions of this Agreement concerning payment to you of any monies or concerning the provision to you of any other benefits, shall be kept confidential by you and shall not be disclosed to any third party, unless authorized by MHFI,
except that you may disclose such information to your attorney(s), your tax advisor(s) and your spouse or significant other, or as otherwise permitted under this Agreement. You agree to request any permitted third party recipient of any such
information to maintain the confidentiality of the terms and provisions of this Agreement. 
 10. Except as otherwise provided under this
Agreement, including in Sections 15 and 16, you agree to maintain the confidentiality of all confidential or proprietary information received by you while an employee of any member of the Company Group, including all information which you know or
should know the Company Group treats as confidential and all information not known to third parties engaged in the same or a similar business as the Company Group or that gives the Company Group a competitive advantage. All records, files,
documents, software, laptop computer, equipment, plans, policies, and other like materials relating to the Company Group, or received by you in the course of your employment shall remain the sole property of MHFI and shall not be copied or turned
over to any third party and shall be returned by you to MHFI at the time specified by MHFI, but in no event later than the Termination Date. 

11. Except as provided in Sections 15 and 16, you agree that you will not disparage the MHFI Releasees in any way, or make or give any
comments, statements, opinions, or the like about the MHFI Releasees. MHFI agrees to direct its directors and executive officers not to make or give any public disparaging comments, statements, opinions, or the like about you. For the avoidance of
doubt, nothing in this Section 11 shall prohibit you or MHFI, its directors and executive officers or any other current or former employee of MHFI, from making truthful disclosures to or having any discussions or communications with any
governmental agency or entity or any judicial, self-regulatory or other similar body, including but not limited to the U.S. Congress, the Department of Justice, any State Attorney General’s Office, the SEC or any other federal, state or local
regulatory or law enforcement authority. 
 12. With respect to any pending or future litigation or investigations involving any member of
the Company Group, to the extent you have information or background about them, if you are identified as potential witness or are requested to appear and give testimony at depositions and at trial or other proceedings related to such matters, MHFI
shall reimburse you for your reasonable out-of-pocket expenses (including attorneys’ fees and expenses of your counsel), if any, actually incurred by you in connection therewith. Except as provided in Sections 15 and 16, you agree to promptly
notify the MHFI Legal Department if you are contacted by or on behalf of anyone suing or contemplating suit against any member of the Company Group or otherwise seeking information about your work with any member of the Company Group for such
purposes. MHFI agrees that to the extent you are required to meet with or correspond with the SEC as a result of any inquiry by the SEC regarding MHFI and your work with S&P Ratings, MHFI will use reasonable efforts to assist you in preparing
for such 

  
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meetings or correspondence, including by providing you with reasonable access to MHFI’s outside legal counsel in advance of any such meetings or correspondence to assist in your
preparations. 
 13. Except as provided in Sections 15 and 16, if you are contacted by, or on behalf of, anyone who has filed a lawsuit, or
you are subpoenaed or noticed or you consent to testify under oath in a lawsuit with regard to any matter having to do with any member of the Company Group, then you agree to notify MHFI’s Office of the General Counsel, McGraw Hill Financial,
Inc., 55 Water Street New York, New York 10041, legal@mhfi.com, within 72 hours of such event, and with such notification you will provide a copy of any legal papers, notice or subpoena received, unless such notification or provision is prohibited
by law or by order of a court. 
 14. In the event that you breach Sections 9, 10, 11, 12 or 13 of this Agreement, you shall forfeit any
unpaid severance pay and benefits, you shall be required to repay to the Company any severance payments already made to you, and the Company shall be entitled to pursue any other relief legally available. 

15. Notwithstanding anything to the contrary in Section 9 (relating to confidentiality of this Agreement), Section 10 (relating to
confidentiality of the Company Group’s confidential or proprietary information), Section 11 (relating to nondisparagement), Section 12 (relating to pending and future litigation or investigations) or Section 13 (relating to contacting MHFI with
respect to legal disputes), or any other provision of this Agreement, or any other agreement between you and the Company, or any provision of any Company code of conduct, employee manual, confidentiality policy, or similar Company document, you have
the right to: 
 (a) report or otherwise respond to or cooperate with an investigation into possible violations of state or federal laws or
regulations that have occurred, are occurring, or are about to occur and that may involve the jurisdiction of any governmental agency or entity, including but not limited to the U.S. Congress, the Department of Justice, the SEC and/or its Office of
the Whistleblower (www.sec.gov/whistleblower; Office of the Whistleblower Hotline at 202-551-4790), any other similar office of a federal or state agency, the Inspector General of the Equal Employment Opportunity Commission or any other governmental
agency that investigates or enforces employment discrimination laws; 
 (b) report anonymously (either with or without a lawyer) possible
violations of the federal securities laws or regulations to any governmental agency or entity; 
 (c) make disclosures that are protected or
required under the whistleblower provisions or other provisions of any relevant federal, state or local law or regulation; 
 (d) cooperate
voluntarily with, or respond to any inquiry from, or provide testimony before, the SEC, or any other federal, state or local regulatory or law enforcement authority; 

  
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 (e) make reports or disclosures to law enforcement or regulatory authorities without prior
authorization of the Company; 
 (f) make reports or disclosures to law enforcement or regulatory authorities without notifying the Company
that you are going to make, or have made, such reports or disclosures; 
 (g) make reports or disclosures to law enforcement or regulatory
authorities without informing the Company of the fact or contents of those reports or disclosures; 
 (h) make reports or disclosures to law
enforcement or regulatory authorities without first notifying the Company of the possible violation of law; 
 (i) respond truthfully to any
valid subpoena; 
 (j) disclose to law enforcement or regulatory authorities the existence and terms of your agreements (including but not
limited to severance and confidentiality agreements, including this Agreement) with the Company; and 
 (k) not to be asked or required to
disclose, directly or indirectly, that you have provided information or documents to law enforcement or regulatory authorities, including but not limited to the SEC. 

16. The Company wants you to be aware that: 

(a) (i) you have the right not to be retaliated against for reporting, either internally to the Company or to any governmental agency or
entity (including, for example, the SEC) information that you reasonably believe relates to a possible violation of the securities laws, (ii) it is a violation of federal law to retaliate against anyone who has reported potential misconduct
either internally or to any governmental agency or entity and retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful
act you may have performed, and (iii) it is unlawful for the Company to retaliate against you for reporting possible misconduct either internally or to any governmental agency or entity; 

(b) the Company may not require you to withdraw reports or filings alleging possible violations of federal, state or local law or regulation,
or offer you any kind of inducement, including payment, to do so; 
 (c) your rights and remedies as an SEC Whistleblower to receive an
award from the SEC and your rights and remedies to receive an award from any other federal or state agency pursuant to a similar program, may not be waived by any agreement, policy, or condition of employment, including by a predispute arbitration
agreement; and 
 (d) even if you have participated in possible violations of the federal securities laws, you are eligible to participate
in the confidentiality and retaliation protections afforded under the terms of the SEC’s Whistleblower Program, and you may also be eligible to receive an award under the SEC’s Whistleblower Program. 

  
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 For more information, go to http://www.sec.gov/whistleblower, or call the Office of the
Whistleblower Hotline at 202-551-4790. In addition to the benefits under the Whistleblower Program, the SEC also has a Cooperation Program that can result in significant benefits for self-reporting. 

17. Nothing in this Agreement (including Sections 15 and 16) prohibits you from voluntarily: (i) reporting possible violations of state
or federal laws or regulations that have occurred, are occurring, or are about to occur directly to the Company; or (ii) notifying the Company that you are going to make a report or disclosure to law enforcement, and no such report or notice to
the Company will prevent you from exercising your other rights under Sections 15 and 16. 
 18. In the event you obtain another position
with any member of the Company Group, this Agreement shall automatically be deemed null and void (other than with respect to your rights under Sections 15 and 16) and MHFI shall have no obligation to make any payments, including any payment of the
consideration stated in Section 2 of this Agreement, nor to provide any other benefits under or in connection with this Agreement. 
 19.
You agree that neither the existence of this Agreement nor the obligation to pay consideration for the release of all claims, as provided in this Agreement, nor any other provision of this Agreement, shall be considered an admission by any member of
the Company Group of any liability, violation of law, error or omission. 
 20. This Agreement, including Attachment 1, sets forth the
entire understanding of the parties concerning its subject matter, and supersedes all prior and contemporaneous understandings, memoranda, representations and agreements. Notwithstanding the foregoing, and except as provided in Sections 15 and 16,
nothing in this Agreement shall diminish any prior obligation of confidentiality, non-competition or non-solicitation, if applicable, including any obligation contained in a written agreement with or policy of any member of the Company Group, and
applicable law or otherwise. This Agreement may not be modified or amended except by a written instrument that specifically refers to this Agreement and which is signed by both you and an officer of MHFI. This Agreement shall be subject to, governed
by, and enforced under the laws of the State of New York applicable to agreements entered into and wholly to be performed in that State. 

21. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified
to be made enforceable, such provision, excluding the general release set out in Section 7, shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. You acknowledge that you have not relied on any
representations, promises, or agreements of any kind made to you in connection with your decision to accept this Agreement, except for those set forth in this Agreement. 

  
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 22. This Agreement is intended to comply with, and payments and benefits hereunder are intended
to comply with or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, (“Section 409A”) and shall be construed and interpreted in accordance with such intent. Without limiting the preceding sentence, to the
fullest extent applicable, payments under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A in accordance with one or more of the exemptions available under the
Treasury Regulations promulgated under Section 409A, including, without limitation, the short-term deferral exception in Treasury Regulations Section 1.409A-1(b)(4). To the extent that any amount payable pursuant to this Agreement is
“nonqualified deferred compensation” subject to Section 409A, it shall be paid in a manner that will comply therewith, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury
and the Internal Revenue Service with respect to Section 409A (the “Guidance”). Your Termination Date is intended to be your “separation from service” within the meaning of Section 409A. You are a “Specified
Employee” within the meaning of Section 409A and any payment of non-qualified deferred compensation shall be delayed until the earlier of six months after your separation from service or your death. In the event that any provision of this
Agreement would fail to satisfy the requirements of Section 409A and the Guidance, MHFI shall be permitted to reform this Agreement to maintain to the maximum extent practicable the original intent thereof without violating the requirements of
Section 409A or the Guidance. Anything in this Agreement to the contrary notwithstanding, each payment under this Agreement shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. 

All reimbursements of expenses, if any, payable to you pursuant to the provisions of this Agreement, that are taxable income to you shall be paid in no event
later than the end of the calendar year following the calendar year in which you incur the expense. With regard to any provision herein that provides for reimbursement of expenses or “in-kind benefits” (as defined in Treasury Regulation
Section 1.409A-1(p) (or any successor provision)), except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of
expenses eligible for reimbursement or of in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be provided in any other taxable year. 

[remainder of page left blank] 

  
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 23. By signing below, you hereby agree and affirm that you: (i) have carefully
read this Agreement in its entirety; (ii) are hereby given and have had an opportunity to consider fully the terms of this Agreement for at least 21 days; (iii) are hereby advised by the Company to consult with an attorney of your choosing
in connection with this Agreement; (iv) are hereby advised to discuss and have discussed this Agreement with your independent legal counsel, or have had a reasonable opportunity to do so, and have had answered to your satisfaction any questions
you have asked with regard to the meaning and significance of any of the provisions of this Agreement; (v) fully understand the significance of all of the terms and conditions of this Agreement; and (vi) are signing this Agreement
voluntarily and of your own free will and you assent to all the terms and conditions contained herein. You further agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original 21
calendar day consideration period. 
  

			
	Sincerely,
	
	 /s/ France M. Gingras

	Name:	 	France M. Gingras
	Title:	 	Acting Executive Vice President of Human Resources

 ACCEPTED AND AGREED: 
  

									
	Signature:	 	 /s/ Neeraj Sahai
	 		 	Date:	 	 9/24/2015


 [Signature Page for Neeraj Sahai Separation Agreement and Release] 







 Attachment 1 

Stock Options: 
  

															
	 Total options granted
(i.e., number of
underlying shares)
	 	  	Grant date	  	Exercise
price	 	  	 Number of options to

remain outstanding as of

the Termination Date (i.e.,

number of underlying

shares)
	  	Number of options
to be forfeited as
of the Termination
Date (i.e., number
of
underlying
shares)	 
	 	19,239	  	  	4/1/2014	  	$	77.81	  	  	 6,348 options vested and exercisable prior to the Termination Date

 
 6,349 options to vest and become exercisable on April 1, 2016
	  	 	6,542	  

 Stock options that are vested or vest in the future will expire on March 7, 2017. 

Restricted Stock Units: 
  

													
	 Total RSUs
granted
	 	  	Grant date	  	Number of RSUs to remain
outstanding as of the
Termination Date	 	  	Number of RSUs to be
forfeited as of the
Termination Date	 
	 	13,443	  	  	2014	  	 	13,443	  	  	 	0	  
	 	4,289	  	  	2015	  	 	2,383	  	  	 	1,906	  

 RSUs that remain outstanding as of the Termination Date will remain subject to the terms of the SIP and the applicable award
documentation thereunder. 
 Performance Share Units: 
  

													
	 Total PSUs
granted
	 	  	Grant date	  	Number of PSUs to remain
outstanding as of the
Termination Date	 	  	Number of PSUs to be
forfeited as of the
Termination Date	 
	 	13,494	  	  	2014	  	 	7,497	  	  	 	5,997	  
	 	10,009	  	  	2015	  	 	5,561	  	  	 	4,448	  
	 	9,639	  	  	2015 Special	  	 	0	  	  	 	9,639	  

 PSUs that remain outstanding as of the Termination Date will remain subject to the terms of the SIP and the applicable award
documentation thereunder. The number of shares of MHFI actually earned with respect to such outstanding PSUs will be determined after the end of the applicable performance period in accordance with the SIP and the applicable award documentation
thereunder.