EX-10.21



 Exhibit 10.21 
  

 
 



 
 Rules of the Markit Share Plan 

Markit Group Holdings Limited 
 Rules approved by the Board on 5
December 2012 







 CONTENTS 
  

							
	CLAUSE	 	 	  	PAGE	 
			
	1.	 	 DEFINITIONS
	  	 	8	  
	2.	 	 COMMENCEMENT, TITLE AND PURPOSES
	  	 	9	  
	3.	 	 THE ALLOTMENT OF SHARES
	  	 	9	  
	4.	 	 EMPLOYMENT RIGHTS
	  	 	11	  
	5.	 	 ADMINISTRATION AND AMENDMENT
	  	 	11	  
	6.	 	 RESTRICTIONS
	  	 	11	  
	7.	 	 GOVERNING LAW
	  	 	12	  








 RULES OF THE MARKIT SHARE PLAN 

 

	1.	DEFINITIONS 

 In these Rules (unless the context otherwise requires) the following words
and phrases have the following meanings: 
 “Affiliate” has the meaning given to it in the Articles; 

“Allotment Letter” means a letter in the form set out in Appendix A (with such modifications as the Board shall decide)
pursuant to which the Company shall allot Shares and a Participant shall agree to take such Shares on the terms and subject to the conditions of this Plan; 

“Articles” means the Articles of Association of the Company currently in force and as amended from time to time and
“Article” shall be construed accordingly; 
 “Board” means the board of directors from time to time of the Company
(or the directors present at a duly convened meeting of such board) or a duly authorised committee of the board; 
 “Commencement
Date” means the date on which this Plan is approved by the Board, subject to the approval of the shareholders of the Company; 

“Company” means Markit Group Holdings Limited; 

“Date of Allotment” in respect of a Participant means the date on which Shares are allotted to such Participant and such
Participant validly executes an Allotment Letter; 
 “EBT” means the employee benefit trust to be established by the Company
for the benefit of its employees; 
 “Election” has the meaning given in Rule 3.6(b); 

“Eligible Participant” means any senior employee (including a director) of the Company or an Affiliate of the
Company; 
 “Employee Taxation” has the meaning given in Rule 3.10; 

“ITEPA” means the Income Tax Earning and Pensions Act 2003; 

“Member of the Group” means the Company or any Affiliate of the Company from time to time; 

“Ordinary Non-Voting Share” means an ordinary non-voting share of $0.01 each in the capital of the Company; 

“Participant” means any individual who has been allotted a Share or (where the context admits) the personal representatives of
any such individual; 
 “Plan” means this plan as governed by the Rules; 

“Rules” means these rules as from time to time amended in accordance with their provisions by the Board or by the Company in
general meeting; 
 “Share” means a fully paid Ordinary Non-Voting Share allotted pursuant to the terms of this Plan; and

 “Subscription Price” has the meaning given in Rule 3.1. 







 Where the context so admits the singular shall include the plural and vice versa and the
masculine gender shall include the feminine. Any reference to a statutory provision is to be construed as a reference to that provision as for the time being amended or re-enacted and shall include any regulations or other subordinate legislation
made under it. 
  

	2.	COMMENCEMENT, TITLE AND PURPOSES 

 The Plan shall commence on the Commencement Date and
shall be known as The Markit Share Plan. The purposes of this Plan are to enable the Company to motivate Eligible Participants who are important to the success and growth of the business of the Company and to create a long-term mutuality of interest
between the Eligible Participants and the stockholders of the Company by allotting Shares to the Eligible Participants hereunder. 
  

	3.	THE ALLOTMENT OF SHARES 

  

	3.1	The Board may allot Eligible Participants Shares subject to the rules of this Plan and such other objective terms or conditions as the Board may in its absolute discretion determine. Shares may be allotted only to such
Eligible Participants as the Board shall in its absolute discretion select. No Eligible Participant shall be entitled as of right to participate. The number of Shares to be allotted to an Eligible Participant shall be determined by the Board in its
absolute discretion. 

 The Subscription Price for each Share allotted pursuant to this Plan shall be equal to the sum of the
nominal value of the Shares, being $0.01 per Share. 
  

	3.2	The Company shall obtain an independent valuation of the Ordinary Non-Voting Shares indicating the unrestricted market value of the Ordinary Non-Voting Shares (for the purposes of section 431(1) ITEPA) following the
allotment of any Shares. 

  

	3.3	Each Participant to whom Shares are allotted under this Plan shall be sent an Allotment Letter by the Company. 

  

	3.4	The aggregate number of Shares that may be issued or used for reference purposes under this Plan shall not exceed the amount approved by the Board from time to time. 


 

	3.5	All Shares shall be allotted within 6 months after the date of the respective Allotment Letter. 

  

	3.6	Upon allotment of any Shares by the Board, a Participant shall: 

  

	 	(A)	execute a counterpart of the Allotment Letter; and 

  

	 	(B)	execute an election with his employer pursuant to section 431(1) ITEPA in the form prescribed by the HM Revenue and Customs (as supplied by the Company) and/ or an election pursuant to section 83(b) of the US Internal
Revenue Code of 1986, as amended in the form prescribed by the US Internal Revenue Service to elect to pay income tax (if any) computed by reference to the unrestricted market value of the Shares so acquired (the “Election”),


 and lodge the same with the company secretary of the Company at its registered office (or otherwise as may be notified to
the Participant in the Allotment Letter), together with payment (in such form and manner as the Board shall direct including, to the extent lawful, the withholding of the Subscription Price from the Participant’s normal pay or other amounts
payable to the Participant by the Company or a Member of the Group) of a sum equal to the aggregate Subscription Price of the Shares so allotted. 
  

	3.7	The Board shall within 30 days of the allotment of any Shares cause the Company to procure the entry of the name of the Participant in the register of members of the Company in respect of the relevant Shares and to send
to the Participant a share certificate in respect of the same (which shall state that the Shares have been issued under the Plan). 









	3.8	The Board shall by 6 July following the end of the tax year in which the Shares are allotted make a report of the acquisition of such Shares to HM Revenue and Customs on Form 42 (or its successor).


  

	3.9	Shares issued pursuant to the Plan will rank pari passu in all respects with the shares of the same class then already in issue, and for the avoidance of doubt they will not be entitled to any dividend or other
distribution of the Company paid or made by reference to a record date falling prior to the Date of Allotment. 

  

	3.10	In any case where any Member of the Group is obliged to account for Employee Taxation to a tax authority as a result of or in respect of the following: 


 

	 	(A)	the acquisition of Shares pursuant to this Plan; 

  

	 	(B)	the entering into of the Election; or 

  

	 	(C)	any action, event or thing done following the acquisition of Shares pursuant to this Plan which gives rise to an Employee Taxation liability in respect of such Shares including where the following sections of ITEPA
apply: 

  

	 	(i)	section 426 (restricted securities - charge on occurrence of chargeable events); 

  

	 	(ii)	section 438 (convertible securities - charge on occurrence of chargeable events); 

  

	 	(iii)	section 446E (securities with artificially depressed market value - charge on restricted securities); 

  

	 	(iv)	section 446L (securities with artificially enhanced market value - charge on non-commercial increases; 

  

	 	(v)	section 446Y (securities disposed of for more than market value); and 

  

	 	(vi)	section 447 (post-acquisition benefits from securities - charge on other chargeable benefits from securities), 


such Member of the Group may, to the extent lawful, recover the Employee Taxation from the Participant in question and each such Participant
agrees that such Member may recover the Employee Taxation via deductions from salary for the relevant period under PAYE and to the extent that such deductions are insufficient to cover the Employee Taxation, the Participant shall having received
written notice from such Member (on an after tax basis) pay to such Member the balance three business days before the last day on which such Member can account for the Employee Taxation to a tax authority without incurring interest and penalties.
For the purposes of this Rule 3.10, the term “Employee Taxation” means (i) any charge to income tax or social security contributions including any Secondary Class 1 National Insurance liability to the extent
schedule 1 of the Social Security Contributions and Benefits Act 1992 (as amended by the National Insurance Contributions and Statutory Payments Act 2004) permits recovery from the Participant and (ii) any applicable US federal, state or local
income or employment taxes or insurance premiums. 
  

	4.	EMPLOYMENT RIGHTS 

  

	4.1	The Plan shall not form part of any contract of employment between any Member of the Group and any employee of any such company and the rights and obligations of any individual under the terms of his office or
employment with any Member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate therein. 









	4.2	Participation in the Plan shall be on the express condition that: 

  

	 	(A)	neither it nor cessation of participation shall afford any individual under the terms of his office or employment with any Member of the Group any additional or other rights to compensation or damages; and


  

	 	(B)	no damages or compensation shall be payable in consequence of the termination of such office or employment (whether or not in circumstances giving rise to a claim for wrongful or unfair dismissal) or for any other
reason whatsoever to compensate him for the loss of any rights the Participant would otherwise have had (actual or prospective) under the Plan howsoever arising but for such termination; 


 

	 	(C)	the Participant shall be deemed irrevocably to have waived any such rights to which he may otherwise have been entitled. 

  

	4.3	No individual shall have any claim against a Member of the Group arising out of his not being admitted to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely within the discretion of
the Board. 

  

	5.	ADMINISTRATION AND AMENDMENT 

  

	5.1	The Plan shall be administered under the direction of the Board who may at any time and from time to time by resolution and without other formality delete, amend or add to the Rules of the Plan in any respect provided
that no deletion, amendment or addition shall operate to affect adversely in any way any rights already acquired by a Participant under the Plan without the approval of such number of the affected Participants as would be required to amend the
Company’s Articles with respect to the terms of the Shares on the assumption that the affected Participants constitute the sole shareholders of the Company. 

  


	5.2	Any notice or other communication under or in connection with the Plan may be given: 

  

	 	(A)	by the Company to an Eligible Participant or Participant either personally or sent to him at his place of work by electronic mail or by post addressed to the address last known to the Company or sent through the
Company’s internal postal service; and 

  

	 	(B)	to the Company either personally or by post to the company secretary. 

 Items sent by post shall
be pre-paid and shall be deemed to have been received 72 hours after posting. 
  

	5.3	The Company shall bear the costs of setting up and administering the Plan. 

  

	5.4	The Board shall have the right to delegate at any time the administration of the Plan to any third party that it deems fit. 

  

	6.	RESTRICTIONS 

 The Shares held by a Participant shall be subject to a vesting period set
out in the Participant’s Allotment Letter. By way of example, in the case of a three year vesting period, the unrestricted number of shares shall be equal to the total number of shares allotted to such Participant, multiplied by 1/3 on
1 January in each of the three years following the Date of Allotment. 
  

	7.	GOVERNING LAW 

 These Rules and all matters arising from the Rules shall be governed and
construed in accordance with English law and Participants shall agree to submit to the jurisdiction of the English Courts in respect of this Plan and any Shares allotted or issued to them under this Plan.