Clarivate PLC 10-Q for FY2025 Q2
Clarivate PLC (CLVT)
10-Q
2025-07-30
For: 2025-06-30
View Original
Added on
April 11, 2026
About this 10-Q
Clarivate PLC filed this 10-Q on July 30, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $621.4M
- down 4.4% from $650.3M a year earlier
- Net loss
- $72M
- compared with a net loss of $304.3M a year earlier
- Diluted EPS
- -$0.11
- compared with -$0.46 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
For the transition period from _________ to _______
Commission File No. 001-38911
(Exact name of registrant as specified in its charter)
Not applicable | |||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | Not applicable (Zip Code) | ||||
Registrant’s telephone number, including area code: +44 207 4334000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of ordinary shares of the Company outstanding as of June 30, 2025, was 672,219,064 .
TABLE OF CONTENTS
| Page | |||||
1
Cautionary Note Regarding Forward-Looking Statements
This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:
•our dependence on third parties, including public sources, for data, information, and other services, and our relationships with such third parties;
•increased accessibility to free or relatively inexpensive information sources;
•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition;
•our ability to maintain high annual renewal rates;
•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions, and changing regulatory requirements;
•changes in government policy positions, including trade policy, spending priorities, or reductions in government programs, government spending, or research funding;
•the success of our Value Creation Plan;
•our loss of, or inability to attract and retain, key personnel;
•the effectiveness of our business continuity plans;
•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments, or dispositions;
•our exposure to risk from having operations and employees in Israel;
•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure;
•the strength of our brand and reputation;
•our level of indebtedness, which could adversely affect our business, financial condition, and results of operations;
•our ability to obtain, protect, defend, or enforce our intellectual property rights;
•our ability to leverage artificial intelligence technologies (“AI”) in our products and services, including generative AI, large language models (“LLMs”), machine learning, and other AI tools;
•any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;
•our use of “open source” software in our products and services;
•our ability to comply with applicable data protection and privacy laws; and
•other factors beyond our control.
The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk Factors in our most recently filed annual report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these
2
forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Defined Terms and Presentation
We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated subsidiaries.
Unless otherwise indicated, dollar amounts throughout this quarterly report are presented in millions of dollars, except for per share amounts.
Website and Social Media Disclosure
We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.
None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document we file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.
3
PART I. Financial Information
Item 1. Financial Statements.
CLARIVATE PLC
Condensed Consolidated Balance Sheets (Unaudited)
(In millions) | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents, including restricted cash | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Other intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current portion of deferred revenues | |||||||||||
| Current portion of operating lease liability | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Other non-current liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 13) | |||||||||||
| Shareholders' equity: | |||||||||||
Ordinary Shares, | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
4
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(In millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Selling, general and administrative costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Goodwill and intangible asset impairments | |||||||||||||||||||||||
| Restructuring and other impairments | |||||||||||||||||||||||
| Other operating expense (income), net | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | ||||||||||||||||||||
| Fair value adjustment of warrants | ( | ||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Provision (benefit) for income taxes | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Dividends on preferred shares | |||||||||||||||||||||||
| Net income (loss) attributable to ordinary shares | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares used to compute earnings per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
5
CLARIVATE PLC
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
| Three Months Ended June 30, | |||||||||||
(In millions) | 2025 | 2024 | |||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
Hedging relationships, net of tax of $( | ( | ( | |||||||||
| Defined benefit pension plans | |||||||||||
| Foreign currency translation adjustment | |||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | |||||||
| Six Months Ended June 30, | |||||||||||
(In millions) | 2025 | 2024 | |||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
Hedging relationships, net of tax of $( | ( | ||||||||||
| Defined benefit pension plans | |||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | |||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
6
| Ordinary Shares | Preferred Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | — | $ | — | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based award activity | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of ordinary shares | ( | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | — | $ | — | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based award activity | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of ordinary shares | ( | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Preferred Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based award activity | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to preferred shareholders | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based award activity | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred shares into ordinary shares | ( | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to preferred shareholders | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
7
| Six Months Ended June 30, | |||||||||||
(In millions) | 2025 | 2024 | |||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Restructuring and other impairments, including goodwill | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Amortization and write-off of debt issuance costs | |||||||||||
| Other operating activities | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued expenses and other current liabilities | ( | ( | |||||||||
| Deferred revenues | ( | ||||||||||
| Operating leases, net | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Payments for acquisitions, net of cash acquired | ( | ||||||||||
| Proceeds from divestitures, net of cash divested | ( | ||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Principal payments on debt | ( | ( | |||||||||
| Proceeds from issuance of debt | |||||||||||
| Payment of debt issuance costs, extinguishment costs, and related fees | ( | ( | |||||||||
| Repurchases of ordinary shares | ( | ||||||||||
| Cash dividends on preferred shares | ( | ||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Effects of exchange rates | ( | ||||||||||
| Net change in cash and cash equivalents, including restricted cash | |||||||||||
| Cash and cash equivalents, including restricted cash, beginning of period | |||||||||||
Cash and cash equivalents, including restricted cash, end of period | $ | $ | |||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
8
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of Jersey, Channel Islands.
We are a leading global provider of transformative intelligence. We connect people and organizations to the intelligence they can trust to transform their perspective, their work, and our world. We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. We offer enriched data, insights & analytics, workflow solutions, and expert services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our three reportable segments, organized by the different products and services we offer and the markets we serve. For additional information on our reportable segments, see Note 12 - Segment Information.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. In our opinion, these interim statements reflect all adjustments necessary to a fair statement of the results for the periods presented, and such adjustments are of a normal, recurring nature. Results from interim periods should not be considered indicative of results for the full year. The financial statements included herein should be read in conjunction with the financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2024. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All significant intercompany transactions and balances have been eliminated in consolidation. Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less, and includes restricted cash of $10.3 and $10.5 as of June 30, 2025 and December 31, 2024, respectively.
Certain reclassifications of prior period amounts have been made to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most significant of these estimates relate to the initial valuation of acquired long-lived and intangible assets and goodwill, subsequent impairment analyses, and income taxes. We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience and other factors, including worsening macroeconomic and market conditions, sustained declines in our share price, and expectations of future events that we believe are reasonable under the circumstances.
Significant Accounting Policies
Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. We are currently assessing the impact of this update on our related disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are currently assessing the impact of this update on our financial statement disclosures.
9
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Note 2: Revenues
We provide solutions to our customers primarily through subscription arrangements and re-occurring contracts. We also provide transactional offerings that are typically quoted on a product, data set, or project basis.
•Subscription-based revenues. Recurring revenues that we typically earn under annual contracts, pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. We invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in advance of completing the performance obligations is included in deferred revenue. We recognize subscription revenue ratably over the contractual term as the access or service is provided.
•Re-occurring revenues. Derived from our patent and trademark maintenance services provided to our customers that are renewed regularly. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us to manage the renewal process on their behalf. These contracts typically include evergreen clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.
•Transactional revenues. Earned for specific deliverables that are typically quoted on a product, data set, or project basis. Transactional revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services. We typically invoice and record revenue for this revenue stream upon delivery of the product, data set, or project, although for longer software implementation projects, we will periodically invoice and recognize revenue in connection with the completion of related performance obligations.
The following table presents our revenues disaggregated by transaction type (see Note 12 - Segment Information for our revenues disaggregated by segment):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Subscription revenues | $ | $ | $ | $ | |||||||||||||||||||
| Re-occurring revenues | |||||||||||||||||||||||
Transactional revenues | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
The following table presents our contract balances:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Accounts receivable, net | |||||||||||
| Current portion of deferred revenues | |||||||||||
Non-current portion of deferred revenues(1) | |||||||||||
(1) Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets. | |||||||||||
During the six months ended June 30, 2025, we recognized revenues of $546.7 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.
Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the Condensed Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the right to use our products or provide maintenance services over a contractual term, generally one year or less.
10
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Note 3: Other Intangible Assets, Net
The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Technology and content | ( | ( | |||||||||||||||||||||||||||||||||
| Computer software | ( | ( | |||||||||||||||||||||||||||||||||
| Trade names and other | ( | ( | |||||||||||||||||||||||||||||||||
| Definite-lived intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Indefinite-lived trade names | — | — | |||||||||||||||||||||||||||||||||
| Other intangible assets, net | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Amortization expense related to intangible assets was $185.2 and $179.9 for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, amortization expense was $365.8 and $354.4 , respectively.
Note 4: Derivative Instruments
We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to help manage our exposure to foreign currency exchange rate risk and we use interest rate swaps to mitigate interest rate risk. We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level 2 of the fair value hierarchy.
Cash flow hedges
We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows relating to interest payments on our outstanding term loan arrangements. We have designated these swaps as cash flow hedges of the risk associated with floating interest rates on designated future monthly interest payments. As of June 30, 2025, we have two outstanding interest rate swaps entered into in May 2023 with a combined notional value of $745.0 , maturing in October 2026, and two swaps entered into in June 2025 with a combined notional value of $402.7 , maturing in January 2031. The fair value of the interest rate swaps represents the estimated amount we would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for the bid-ask spread.
Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Condensed Consolidated Balance Sheets, with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are reclassified to Interest expense, net in the same period during which the hedged transactions affect earnings. As of June 30, 2025, we estimate that approximately $7.3 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified into earnings within the next 12 months. For additional information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.
Fair value hedges
In June 2025, we entered into two cross-currency swaps with a combined notional value of €350.0 , maturing in January 2031, to mitigate foreign currency exposure related to intercompany debt and economically reduce interest expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based on changes in spot rates.
Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany debt. Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.
11
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Net investment hedge
In July 2023, we entered into a €100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the life of the swap.
Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.
Derivatives not designated as accounting hedges
We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of June 30, 2025 and December 31, 2024, the notional amount of our outstanding foreign currency forward contracts was $150.0 and $91.1 , respectively.
We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each reporting period. We determine the fair value of these instruments using market-based inputs, including current and anticipated movements in future interest rates and the relevant currency spot and forward rates. We receive third-party valuation reports to corroborate our determination of fair value.
The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income), net. We recognized a (gain) loss from the fair value adjustment of $(1.0 ) and $0.6 for the three months ended June 30, 2025 and 2024, respectively, and $(3.3 ) and $2.3 for the six months ended June 30, 2025 and 2024, respectively.
The following table provides the location and the fair value of our derivative instruments in the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:
Balance Sheet Location | June 30, 2025 | December 31, 2024 | |||||||||||||||
Cash flow hedging relationships: | |||||||||||||||||
| Interest rate swaps | Other non-current assets | $ | $ | ||||||||||||||
| Interest rate swaps | Other non-current liabilities | ||||||||||||||||
Fair value hedging relationships: | |||||||||||||||||
Cross-currency swaps | Other non-current liabilities | ||||||||||||||||
Net investment hedge: | |||||||||||||||||
Cross-currency swap | Other non-current assets | ||||||||||||||||
| Cross-currency swap | Other non-current liabilities | ||||||||||||||||
| Not designated as accounting hedges: | |||||||||||||||||
| Foreign currency forwards | Other current assets | ||||||||||||||||
| Foreign currency forwards | Accrued expenses and other current liabilities | ||||||||||||||||
Total derivative assets | $ | $ | |||||||||||||||
Total derivative liabilities | $ | $ | |||||||||||||||
Note 5: Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Liabilities due to customers | $ | $ | |||||||||
| Accrued royalties | |||||||||||
| Miscellaneous accruals | |||||||||||
| Accrued expenses and other current liabilities | $ | $ | |||||||||
12
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Note 6: Debt
The following table summarizes our total indebtedness:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Type | Maturity | Effective Interest Rate | Carrying Value | Effective Interest Rate | Carrying Value | |||||||||||||||||||||||||||
| Senior Secured Notes | 2026 | |||||||||||||||||||||||||||||||
| Senior Secured Notes | 2028 | |||||||||||||||||||||||||||||||
| Senior Notes | 2029 | |||||||||||||||||||||||||||||||
| Revolving Credit Facility | 2029 | |||||||||||||||||||||||||||||||
Term Loan Facility (Tranche 1) | 2031 | |||||||||||||||||||||||||||||||
Term Loan Facility (Tranche 2) | 2031 | —% | — | |||||||||||||||||||||||||||||
| 2036 | ||||||||||||||||||||||||||||||||
| Total debt outstanding | $ | $ | ||||||||||||||||||||||||||||||
| Debt discounts and issuance costs | ( | ( | ||||||||||||||||||||||||||||||
| ( | ( | |||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | ||||||||||||||||||||||||||||||
Senior Secured Notes (2026)
Interest on the Senior Secured Notes due 2026 is payable semi-annually to holders of record on May 1 and November 1 of each year. The Senior Secured Notes due 2026 are secured on a first-lien pari passu basis with borrowings under our credit facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under our credit facilities and are secured on a first-priority basis by the collateral now owned or hereafter acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secures the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).
In May 2025, we used the proceeds from the incremental term loans, described below, to redeem $500.0 in aggregate principal amount of the outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the redemption date of May 30, 2025.
Senior Secured Notes (2028) and Senior Notes (2029)
Interest on the Senior Secured Notes due 2028 and the Senior Notes due 2029 is payable semi-annually to holders of record on June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under our credit facilities and Senior Secured Notes due 2026. Both series of notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under our credit facilities and Senior Secured Notes due 2026.
The Credit Facilities
Revolving Credit Facility (2029)
Our $700.0 revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit (with a sublimit of $77.0 ). Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to maturity. As of June 30, 2025, letters of credit totaling $6.5 were collateralized by the revolving credit facility.
Term Loan Facility (2031)
Our $2,150.0 Tranche 1 term loans amortize in equal quarterly installments equivalent to a rate of 1.00 % per annum, with the remaining balance due at maturity. Optional principal prepayments are applied against the scheduled quarterly installments in the order of upcoming maturities.
In May 2025, we entered into an incremental $500.0 tranche of term loans. These Tranche 2 term loans carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR and are not subject to amortization. The issuance proceeds were used to redeem a portion of the Senior Secured Notes due 2026 described above.
13
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of our fixed rate debt is estimated based on market observable data for debt with similar prepayment features. As of June 30, 2025 and December 31, 2024, the fair value of our debt was $4,453.4 and $4,423.2 , respectively, and is considered Level 2 under the fair value hierarchy.
Note 7: Shareholders' Equity
Share Repurchase Program
In December 2024, our Board authorized a new share repurchase program of up to $500.0 of our ordinary shares for a period of two years, from January 1, 2025 through December 31, 2026. During the six months ended June 30, 2025, we repurchased approximately 23.2 million ordinary shares for $99.5 at an average price of $4.29 per share. All repurchased shares were immediately retired and restored as authorized but unissued ordinary shares. As of June 30, 2025, we had $400.5 of availability remaining under the share repurchase program.
Accumulated Other Comprehensive Loss (“AOCL”)
The tables below provide information about the changes in AOCL by component and the related amounts reclassified to net earnings during the periods indicated (net of tax).
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Reclassifications from AOCL to net earnings | ( | ( | ( | ||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
Reclassifications from AOCL to net earnings | ( | ( | ( | ||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | ( | |||||||||||||||||
(1) Includes amounts related to our interest rate swaps designated as cash flow hedges, and for the six months ended June 30, 2025, also includes the excluded component of our cross-currency swaps designated as fair value hedges. Refer to Note 4 - Derivative Instruments for further information. | |||||||||||||||||||||||
(2) Primarily includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to USD, and, to a lesser extent, amounts related to our cross-currency swap designated as a net investment hedge. | |||||||||||||||||||||||
Conversion of Preferred Shares into Ordinary Shares
On June 3, 2024, all outstanding shares of our 5.25 % Series A Mandatory Convertible Preferred Shares (“MCPS”) automatically converted into ordinary shares. All accumulated preferred dividends were paid prior to the conversion.
Note 8: Restructuring and Other Impairments
We have engaged in various restructuring programs to strengthen our business and streamline our operations, including taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following:
•Value Creation Plan - During the fourth quarter of 2024, we approved a broad-based plan to optimize our business model, which includes a cost rationalization component. We expect to incur approximately $5 of additional restructuring costs, primarily from a reduction in workforce, a majority of which we expect to incur in 2025.
14
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
•Segment Optimization - During the second quarter of 2023, we approved a restructuring plan to reduce operational costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in workforce. This program is substantially complete.
•ProQuest Acquisition Integration - During the fourth quarter of 2021, we approved a restructuring plan to reduce operational costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in workforce. This program is complete.
The following table summarizes the pre-tax charges by activity and program during the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Severance and related benefit costs: | |||||||||||||||||||||||
Value Creation Plan | $ | $ | $ | $ | |||||||||||||||||||
Segment Optimization | |||||||||||||||||||||||
ProQuest Acquisition Integration | ( | ||||||||||||||||||||||
| Total Severance and related benefit costs | |||||||||||||||||||||||
| Exit and disposal costs: | |||||||||||||||||||||||
Value Creation Plan | |||||||||||||||||||||||
Segment Optimization | |||||||||||||||||||||||
| Total Exit and disposal costs | |||||||||||||||||||||||
| Lease abandonment costs: | |||||||||||||||||||||||
Segment Optimization | ( | ( | |||||||||||||||||||||
| Total Lease abandonment costs | ( | ( | |||||||||||||||||||||
| Restructuring and other impairments | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes the pre-tax charges by program and segment during the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Academia & Government: | |||||||||||||||||||||||
Value Creation Plan | $ | $ | $ | $ | |||||||||||||||||||
Segment Optimization | ( | ||||||||||||||||||||||
ProQuest Acquisition Integration | ( | ||||||||||||||||||||||
| Total A&G | ( | ||||||||||||||||||||||
| Intellectual Property: | |||||||||||||||||||||||
Value Creation Plan | |||||||||||||||||||||||
Segment Optimization | |||||||||||||||||||||||
| Total IP | |||||||||||||||||||||||
| Life Sciences & Healthcare: | |||||||||||||||||||||||
Value Creation Plan | |||||||||||||||||||||||
Segment Optimization | |||||||||||||||||||||||
| Total LS&H | |||||||||||||||||||||||
| Restructuring and other impairments | $ | $ | $ | $ | |||||||||||||||||||
15
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
The table below summarizes the changes in our restructuring reserves by activity during the periods indicated:
Severance and related benefit costs | Exit, disposal, and abandonment costs | Total | ||||||||||||||||||
| Reserve balance as of December 31, 2024 | $ | $ | $ | |||||||||||||||||
| Expenses recorded | ||||||||||||||||||||
| Payments made | ( | ( | ( | |||||||||||||||||
| Noncash items | ( | ( | ||||||||||||||||||
| Reserve balance as of June 30, 2025 | $ | $ | $ | |||||||||||||||||
| Reserve balance as of December 31, 2023 | $ | $ | $ | |||||||||||||||||
| Expenses recorded | ( | |||||||||||||||||||
| Payments made | ( | ( | ( | |||||||||||||||||
| Noncash items | ( | |||||||||||||||||||
| Reserve balance as of June 30, 2024 | $ | $ | $ | |||||||||||||||||
Note 9: Other Operating Expense (Income), Net
Other operating expense (income), net, consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Loss (gain) on divestiture(1) | $ | $ | ( | $ | $ | ||||||||||||||||||
Net foreign exchange loss (gain) | |||||||||||||||||||||||
| Miscellaneous expense (income), net | ( | ( | |||||||||||||||||||||
| Other operating expense (income), net | $ | $ | $ | $ | |||||||||||||||||||
(1) Related to the sale of Valipat, a small product group within our IP segment. | |||||||||||||||||||||||
Note 10: Income Taxes
We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income (loss) and adjust the provision for discrete tax items recorded in the period.
The income tax provision (benefit) of $12.3 and $(6.8 ) for the three months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, a $14.2 tax benefit recorded associated with the goodwill impairment.
The income tax provision (benefit) of $31.1 and $8.2 for the six months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.
On July 4, 2025, H.R.1, known as the One Big Beautiful Bill Act ("OBBBA"), was enacted into law. OBBBA contains provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to international tax provisions, and the restoration of favorable tax treatment for certain business expenses. We account for income taxes in accordance with ASC Topic 740, Income Taxes, which requires the effects of changes in tax laws and rates to be recognized in the period of enactment. Accordingly, the impacts of OBBBA are not reflected in our results for three and six months ended June 30, 2025. We are currently assessing the impact of OBBBA on our consolidated financial statements and will provide additional disclosures in future periods, as appropriate.
16
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Note 11: Earnings Per Share
The basic and diluted EPS computations for our ordinary shares are calculated as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic EPS | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Dividends on preferred shares | |||||||||||||||||||||||
| Net income (loss) attributable to ordinary shares | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares, basic | |||||||||||||||||||||||
| Basic EPS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted EPS | |||||||||||||||||||||||
| Net income (loss) attributable to ordinary shares, diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average shares, basic | |||||||||||||||||||||||
| Weighted average effect of potentially dilutive shares | |||||||||||||||||||||||
| Weighted average shares, diluted | |||||||||||||||||||||||
| Diluted EPS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Potential ordinary shares on a gross basis of 23.5 and 22.5 related to share-based awards and private placement warrants were excluded from diluted EPS for the three months ended June 30, 2025 and 2024, respectively, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis of 18.8 and 26.2 related to share-based awards and private placement warrants were excluded from diluted EPS for the six months ended June 30, 2025 and 2024, respectively, as their inclusion would have been antidilutive.
As a result of the MCPS conversion described in Note 7 - Shareholders' Equity, during the three and six months ended June 30, 2024, the converted MCPS shares were included in basic EPS for the period subsequent to the conversion. Prior to the conversion, the MCPS shares were evaluated for inclusion in diluted EPS using the if-converted method and, in each period presented, were excluded from diluted EPS as their inclusion would have been antidilutive.
Note 12: Segment Information
As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have organized our business into three reportable segments: Academia & Government, Intellectual Property, and Life Sciences & Healthcare.
Our chief operating decision maker (“CODM”) evaluates performance for our reportable segments based primarily on revenues and Adjusted EBITDA. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance.
Significant segment expenses include people-related costs, royalties and other product costs, technology costs (comprised primarily of software licenses and hosting costs), and outside service costs (comprised primarily of professional services and contracted labor). Other costs primarily include facilities costs and product marketing costs.
The following table summarizes reportable segment revenues, expenses, and profit and provides a reconciliation of total reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:
17
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Academia & Government | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| People-related costs | ( | ( | ( | ( | |||||||||||||||||||
| Royalties and other product costs | ( | ( | ( | ( | |||||||||||||||||||
| Technology costs | ( | ( | ( | ( | |||||||||||||||||||
| Outside service costs | ( | ( | ( | ( | |||||||||||||||||||
| Other costs | ( | ( | ( | ( | |||||||||||||||||||
| A&G Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Intellectual Property | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| People-related costs | ( | ( | ( | ( | |||||||||||||||||||
| Royalties and other product costs | ( | ( | ( | ( | |||||||||||||||||||
| Technology costs | ( | ( | ( | ( | |||||||||||||||||||
| Outside service costs | ( | ( | ( | ( | |||||||||||||||||||
| Other costs | ( | ( | ( | ( | |||||||||||||||||||
| IP Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Life Sciences & Healthcare | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| People-related costs | ( | ( | ( | ( | |||||||||||||||||||
| Royalties and other product costs | ( | ( | ( | ( | |||||||||||||||||||
| Technology costs | ( | ( | ( | ( | |||||||||||||||||||
| Outside service costs | ( | ( | ( | ( | |||||||||||||||||||
| Other costs | ( | ( | ( | ( | |||||||||||||||||||
| LS&H Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
Total Reportable Segments | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| People-related costs | ( | ( | ( | ( | |||||||||||||||||||
| Royalties and other product costs | ( | ( | ( | ( | |||||||||||||||||||
| Technology costs | ( | ( | ( | ( | |||||||||||||||||||
| Outside service costs | ( | ( | ( | ( | |||||||||||||||||||
| Other costs | ( | ( | ( | ( | |||||||||||||||||||
| Total Reportable Segments Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
| Benefit (provision) for income taxes | ( | ( | ( | ||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Share-based compensation expense | ( | ( | ( | ( | |||||||||||||||||||
| Goodwill and intangible asset impairments | ( | ( | |||||||||||||||||||||
| Restructuring and lease impairments | ( | ( | ( | ( | |||||||||||||||||||
| Fair value adjustment of warrants | |||||||||||||||||||||||
| Transaction related costs | ( | ( | ( | ( | |||||||||||||||||||
Other(1) | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The six months ended June 30, 2024 includes a $ | |||||||||||||||||||||||
Our CODM does not review assets by segment for the purpose of assessing performance or allocating resources due to the significant amount of intangible assets acquired through business combinations, as well as the centralized nature of our working capital management functions.
18
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions or as otherwise noted)
Note 13: Commitments and Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters, and commercial matters. The outcome of the matters against us are subject to future resolution, including the uncertainties of litigation.
From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.
We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters.
Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23, 2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10, 2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are currently pending.
In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29, 2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024. On April 25, 2025, the court issued an order permitting the parties to take discovery on issues raised in the Company’s preliminary objections related to standing, and to file supplemental briefs upon completion of such discovery, to be followed by oral argument on the preliminary objections. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2024 and the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements of this quarterly report. The risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements include, but are not limited to, factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk Factors in our most recently filed annual report on Form 10-K.
Overview
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. Whether it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivate is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity. We offer enriched data, insights & analytics, workflow solutions, and expert services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment structure. Within each of our three segments, we provide the following:
•Enriched data. Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience.
•Insights & analytics. Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts.
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs.
•Expert services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience.
Key Performance Indicators
We regularly monitor organic revenue growth, annualized contract value, annual renewal rates, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends, measure performance, prepare financial projections, and make strategic decisions.
Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures. Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.
Organic revenue growth
We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address changes and revenue trends by region. We define the components of revenue growth as follows:
•Organic. Revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings, and any other revenue change drivers except for changes from acquisitions, disposals, and foreign currency.
•Acquisitions. Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition.
•Disposals. Revenue generated in the comparative prior year period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group.
•Foreign Currency (“FX”). The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.
20
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
Annualized contract value
Our annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because the majority of our revenues are generated from subscription-based license agreements.
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business, and cancellations) and price, acquisitions and divestitures, and changes in FX.
Our organic ACV grew 1.3% compared to June 30, 2024, primarily driven by price increases. Our total ACV of $1,535.6 as of June 30, 2025 declined 3.5% compared to $1,591.8 as of June 30, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
Annual renewal rate
Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based license agreements renewed during the measurement period (including the value of any product downgrades), divided by (b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional products and services. The impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates.
As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer engagement trends, and to help analyze our historical results and prepare financial projections.
Our annual renewal rate for the six months ended June 30, 2025 and 2024 was 93% and 92%, respectively.
Adjusted EBITDA and Adjusted EBITDA margin
We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income (loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.
Free cash flow
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.
21
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
Results of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | % Change | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | QTD | YTD | ||||||||||||||||||||||||||||||
| Revenues | $ | 621.4 | $ | 650.3 | $ | 1,215.1 | $ | 1,271.5 | (4)% | (4)% | |||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Cost of revenues | 203.6 | 213.6 | 410.6 | 431.4 | (5)% | (5)% | |||||||||||||||||||||||||||||
| Selling, general and administrative costs | 181.1 | 185.2 | 359.5 | 377.1 | (2)% | (5)% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 190.9 | 184.4 | 376.3 | 363.8 | 4% | 3% | |||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | — | 302.8 | — | 302.8 | N/M | N/M | |||||||||||||||||||||||||||||
| Restructuring and other impairments | 9.3 | 0.7 | 34.0 | 10.2 | N/M | N/M | |||||||||||||||||||||||||||||
| Other operating expense (income), net | 29.6 | 3.6 | 48.6 | 21.2 | N/M | N/M | |||||||||||||||||||||||||||||
| Total operating expenses | 614.5 | 890.3 | 1,229.0 | 1,506.5 | |||||||||||||||||||||||||||||||
| Income (loss) from operations | 6.9 | (240.0) | (13.9) | (235.0) | |||||||||||||||||||||||||||||||
| Fair value adjustment of warrants | — | — | — | (5.2) | N/M | N/M | |||||||||||||||||||||||||||||
| Interest expense, net | 66.6 | 71.1 | 130.9 | 141.3 | (6)% | (7)% | |||||||||||||||||||||||||||||
| Income (loss) before income taxes | (59.7) | (311.1) | (144.8) | (371.1) | |||||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | 12.3 | (6.8) | 31.1 | 8.2 | N/M | N/M | |||||||||||||||||||||||||||||
| Net income (loss) | (72.0) | (304.3) | (175.9) | (379.3) | |||||||||||||||||||||||||||||||
| Dividends on preferred shares | — | 12.5 | — | 31.3 | N/M | N/M | |||||||||||||||||||||||||||||
| Net income (loss) attributable to ordinary shares | $ | (72.0) | $ | (316.8) | $ | (175.9) | $ | (410.6) | |||||||||||||||||||||||||||
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful. | |||||||||||||||||||||||||||||||||||
The following factors had a significant impact on the comparability of our results of operations between the periods presented and may affect the comparability of our results of operations in future periods:
•In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively.
•In November 2024, we completed the sale of our ScholarOne product group within our A&G segment.
•In the second quarter of 2024, we recognized a substantial goodwill impairment.
•In April 2024, we completed the sale of our Valipat product group within our IP segment.
Revenues
The following tables present our revenues by type, segment, and geography, as well as the components driving the changes between periods.
Revenues by transaction type
| Three Months Ended June 30, | Change | % of Change | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||||||||||||||||||||||
| Subscription | $ | 405.7 | $ | 405.6 | $ | 0.1 | — | % | 0.1 | % | (3.1) | % | 1.3 | % | 1.7 | % | ||||||||||||||||||||||
| Re-occurring | 108.9 | 108.6 | 0.3 | 0.3 | % | — | % | — | % | 2.6 | % | (2.3) | % | |||||||||||||||||||||||||
| Recurring revenues | 514.6 | 514.2 | 0.4 | 0.1 | % | 0.1 | % | (2.4) | % | 1.6 | % | 0.8 | % | |||||||||||||||||||||||||
Transactional | 106.8 | 136.1 | (29.3) | (21.5) | % | — | % | (21.1) | % | 1.0 | % | (1.4) | % | |||||||||||||||||||||||||
| Revenues | $ | 621.4 | $ | 650.3 | $ | (28.9) | (4.4) | % | 0.1 | % | (6.4) | % | 1.4 | % | 0.5 | % | ||||||||||||||||||||||
Subscription revenues were flat, as organic growth, driven by new sales and price increases, and FX translation gains were offset by disposal-related reductions, primarily from the ScholarOne product group divestiture and product group wind-downs within LS&H. Re-occurring revenues increased modestly due to FX translation gains that were partially offset by lower IP patent renewal volumes. Transactional revenues decreased primarily due to product group wind-downs within A&G.
22
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
| Six Months Ended June 30, | Change | % of Change | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||||||||||||||||||||||
| Subscription | $ | 794.3 | $ | 808.7 | $ | (14.4) | (1.8) | % | 0.2 | % | (2.8) | % | 0.2 | % | 0.6 | % | ||||||||||||||||||||||
| Re-occurring | 214.8 | 211.1 | 3.7 | 1.8 | % | — | % | — | % | 0.4 | % | 1.4 | % | |||||||||||||||||||||||||
| Recurring revenues | 1,009.1 | 1,019.8 | (10.7) | (1.0) | % | 0.2 | % | (2.1) | % | 0.2 | % | 0.7 | % | |||||||||||||||||||||||||
Transactional | 206.0 | 251.7 | (45.7) | (18.2) | % | 0.1 | % | (16.7) | % | 0.2 | % | (1.8) | % | |||||||||||||||||||||||||
| Revenues | $ | 1,215.1 | $ | 1,271.5 | $ | (56.4) | (4.4) | % | 0.1 | % | (5.2) | % | 0.3 | % | 0.4 | % | ||||||||||||||||||||||
Subscription revenues decreased due to the ScholarOne product group divestiture and product group wind-downs within LS&H, partially offset by organic growth driven by new sales and price increases. Re-occurring revenues increased primarily due to higher IP patent renewal volumes. Transactional revenues decreased primarily due to the Valipat product group divestiture and product group wind-downs within A&G.
Revenues by segment
| Three Months Ended June 30, | Change | % of Change | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||||||||||||||||||||||
| A&G | $ | 318.5 | $ | 344.5 | $ | (26.0) | (7.5) | % | — | % | (11.0) | % | 1.0 | % | 2.5 | % | ||||||||||||||||||||||
| IP | 202.5 | 201.6 | 0.9 | 0.4 | % | 0.2 | % | — | % | 2.3 | % | (2.1) | % | |||||||||||||||||||||||||
| LS&H | 100.4 | 104.2 | (3.8) | (3.6) | % | 0.2 | % | (5.3) | % | 1.2 | % | 0.3 | % | |||||||||||||||||||||||||
| Revenues | $ | 621.4 | $ | 650.3 | $ | (28.9) | (4.4) | % | 0.1 | % | (6.4) | % | 1.4 | % | 0.5 | % | ||||||||||||||||||||||
A&G segment revenues decreased, as subscription growth driven by new sales and price increases, was offset by the ScholarOne product group divestiture and product group wind-downs. IP segment revenues increased modestly, primarily due to FX translation gains, partially offset by lower IP transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.
| Six Months Ended June 30, | Change | % of Change | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||||||||||||||||||||||
| A&G | $ | 621.2 | $ | 662.2 | $ | (41.0) | (6.2) | % | — | % | (7.9) | % | 0.1 | % | 1.6 | % | ||||||||||||||||||||||
| IP | 395.2 | 402.5 | (7.3) | (1.8) | % | 0.2 | % | (2.0) | % | 0.4 | % | (0.4) | % | |||||||||||||||||||||||||
| LS&H | 198.7 | 206.8 | (8.1) | (3.9) | % | 0.5 | % | (3.2) | % | 0.2 | % | (1.4) | % | |||||||||||||||||||||||||
| Revenues | $ | 1,215.1 | $ | 1,271.5 | $ | (56.4) | (4.4) | % | 0.1 | % | (5.2) | % | 0.3 | % | 0.4 | % | ||||||||||||||||||||||
A&G segment revenues decreased, as subscription growth, driven by new sales and price increases, was offset by the ScholarOne product group divestiture and product group wind-downs. IP segment revenues decreased primarily due to the Valipat product group divestiture. LS&H segment revenues decreased primarily due to product group wind-downs and lower subscription revenues.
Revenues by geography
| Three Months Ended June 30, | Change | % of Change | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||||||||||||||||||||||
| Americas | $ | 331.9 | $ | 354.9 | $ | (23.0) | (6.5) | % | 0.2 | % | (7.5) | % | 0.3 | % | 0.5 | % | ||||||||||||||||||||||
| EMEA | 164.9 | 170.0 | (5.1) | (3.0) | % | — | % | (7.3) | % | 3.4 | % | 0.9 | % | |||||||||||||||||||||||||
| APAC | 124.6 | 125.4 | (0.8) | (0.6) | % | — | % | (2.6) | % | 1.9 | % | 0.1 | % | |||||||||||||||||||||||||
| Revenues | $ | 621.4 | $ | 650.3 | $ | (28.9) | (4.4) | % | 0.1 | % | (6.4) | % | 1.4 | % | 0.5 | % | ||||||||||||||||||||||
Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the ScholarOne product group divestitures and product group wind-downs within A&G. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.
23
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
| Six Months Ended June 30, | Change | % of Change | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | Acquisitions | Disposals | FX | Organic | |||||||||||||||||||||||||||||||
| Americas | $ | 653.0 | $ | 685.2 | $ | (32.2) | (4.7) | % | 0.3 | % | (5.5) | % | (0.1) | % | 0.6 | % | ||||||||||||||||||||||
| EMEA | 316.6 | 338.5 | (21.9) | (6.5) | % | — | % | (7.1) | % | 0.9 | % | (0.3) | % | |||||||||||||||||||||||||
| APAC | 245.5 | 247.8 | (2.3) | (0.9) | % | — | % | (2.1) | % | 0.2 | % | 1.0 | % | |||||||||||||||||||||||||
| Revenues | $ | 1,215.1 | $ | 1,271.5 | $ | (56.4) | (4.4) | % | 0.1 | % | (5.2) | % | 0.3 | % | 0.4 | % | ||||||||||||||||||||||
Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H. EMEA revenues decreased primarily due to the Valipat and ScholarOne product group divestitures and product group wind-downs within A&G. APAC revenues decreased due to product group wind-downs within A&G, partially offset by A&G subscription growth.
Cost of revenues
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content, including royalty fees.
The decrease of 4.7% and 4.8% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by product group wind-downs within A&G and cost management. As a percentage of revenues, cost of revenues were largely unchanged compared to the respective comparative prior year periods.
Selling, general and administrative costs
Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.
The decrease of 2.2% and 4.7% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Depreciation and amortization
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally developed computer software, and trade names.
The increase of 3.5% and 3.4% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by increased investment in content assets.
Goodwill and intangible asset impairments
In the second quarter of 2024, primarily due to sustained declines in our share price, we performed an interim quantitative goodwill impairment assessment by comparing the estimated fair value to the carrying value for both of our segment reporting units carrying a goodwill balance. The carrying value of the LS&H segment reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $302.8.
Restructuring and other impairments
Restructuring and other impairment expense includes costs associated with certain involuntary termination benefits, contract terminations, and other exit or disposal activities.
Charges for the three and six months ended June 30, 2025 were primarily associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. Charges for the three and six months ended June 30, 2024 were primarily associated with the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
24
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
Other operating expense (income), net
The change of $26.0 compared to the three months ended June 30, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.
The change of $27.4 compared to the six months ended June 30, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP, offset by a $14.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Interest expense, net
The decrease of 6.3% and 7.4% compared to the three and six months ended June 30, 2024, respectively, was driven by lower interest rates on our outstanding variable-rate debt and reduced borrowings under our notes and credit facilities.
Provision (benefit) for income taxes
The income tax provision (benefit) of $12.3 and $(6.8) for the three months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, a $14.2 tax benefit was recorded associated with the goodwill impairment.
The income tax provision (benefit) of $31.1 and $8.2 for the six months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.
The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax framework under its “Pillar Two” initiative, and various governments around the world have issued, or have announced that they plan to issue, legislation consistent with the OECD model rules. We are within the scope of the OECD Pillar Two model rules.
During the third quarter of 2023, the United Kingdom enacted legislation consistent with the OECD model rules, which became effective January 1, 2024. Based on our most recent tax filings, country-by-country reporting, and financial information available, we believe that most of the jurisdictions in which we operate will meet the requirements for transitional safe harbor relief. Therefore, we do not expect the global minimum tax to have a material impact in 2025. However, future legislation or changes in our financial results could materially increase our global minimum tax expense.
25
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and six months ended June 30, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | (72.0) | $ | (304.3) | $ | (175.9) | $ | (379.3) | |||||||||||||||
| Provision (benefit) for income taxes | 12.3 | (6.8) | 31.1 | 8.2 | |||||||||||||||||||
| Depreciation and amortization | 190.9 | 184.4 | 376.3 | 363.8 | |||||||||||||||||||
| Interest expense, net | 66.6 | 71.1 | 130.9 | 141.3 | |||||||||||||||||||
| Share-based compensation expense | 18.5 | 18.9 | 29.6 | 34.3 | |||||||||||||||||||
| Goodwill and intangible asset impairments | — | 302.8 | — | 302.8 | |||||||||||||||||||
| Restructuring and other impairments | 9.3 | 0.7 | 34.0 | 10.2 | |||||||||||||||||||
| Fair value adjustment of warrants | — | — | — | (5.2) | |||||||||||||||||||
| Transaction related costs | 8.1 | 3.1 | 14.4 | 7.5 | |||||||||||||||||||
Other(1) | 27.9 | 4.5 | 54.4 | 27.1 | |||||||||||||||||||
| Adjusted EBITDA | $ | 261.6 | $ | 274.4 | $ | 494.8 | $ | 510.7 | |||||||||||||||
Net income (loss) margin | (11.6)% | (46.8)% | (14.5)% | (29.8)% | |||||||||||||||||||
| Adjusted EBITDA margin | 42.1% | 42.2% | 40.7% | 40.2% | |||||||||||||||||||
(1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. The six months ended June 30, 2024 includes a $14.8 loss on the divestiture described in Note 9 - Other Operating Expense (Income), Net. | |||||||||||||||||||||||
Liquidity and Capital Resources
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of June 30, 2025, we had $362.6 of cash and cash equivalents (including restricted cash of $10.3) and $693.5 of available borrowing capacity under our revolving credit facility.
Cash Flows
We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period. Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital management also contribute to our ability to generate solid operating cash flows.
The following table discloses our cash flows by activity for the periods presented:
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 287.5 | $ | 302.4 | (14.9) | (5) | % | ||||||||||||||||
| Net cash used for investing activities | $ | (126.9) | $ | (166.6) | 39.7 | (24) | % | ||||||||||||||||
| Net cash used for financing activities | $ | (110.5) | $ | (120.8) | 10.3 | (9) | % | ||||||||||||||||
The decrease in net cash provided by operating activities was primarily due to an increase in restructuring costs.
The decrease in net cash used for investing activities was primarily due to cash used for acquisition and divestiture activity in the prior year period and lower capital spending in the current year.
The decrease in net cash used for financing activities was primarily due to payments on our term loans and MCPS dividends in the prior year period, offset by an increase in cash used to repurchase our ordinary shares in the current year.
26
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
Free cash flow (non-GAAP measure)
The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities for the periods presented:
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 287.5 | $ | 302.4 | $ | (14.9) | (5) | % | |||||||||||||||
| Capital expenditures | (126.9) | (130.3) | 3.4 | (3) | % | ||||||||||||||||||
| Free cash flow | $ | 160.6 | $ | 172.1 | $ | (11.5) | (7) | % | |||||||||||||||
Free cash flow decreased due to the change in net cash provided by operating activities described above, partially offset by a slight reduction in capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Borrowings
As of June 30, 2025, we had $4,541.8 of outstanding borrowings under our notes and credit facilities. We incurred $130.9 and $141.3 of interest expense associated with our debt obligations during the six months ended June 30, 2025 and 2024, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
In May 2025, we entered into an incremental $500.0 tranche of term loans under our term loan facility. These term loans carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR and are not subject to amortization. We used the issuance proceeds to redeem $500.0 aggregate principal amount of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the redemption date of May 30, 2025. To offset the incremental interest expense impact of this refinancing, we entered into foreign currency swap transactions to effectively convert approximately 80% of the new term loan debt from U.S. dollars to Euro, economically reducing the interest rate by approximately 2%. For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 4 - Derivative Instruments included in Part I, Item 1 of this quarterly report.
Commitments and Contingencies
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
As of June 30, 2025, we had $400.5 of availability remaining under our current share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from litigation matters. For additional information about our legal proceedings and claims, see Note 13 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.
We require and will continue to need significant cash resources to, among other things, meet our debt service requirements, fund our working capital requirements, make capital expenditures (including product and content development), and expand our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand, borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements will depend on many factors, including the number of future acquisitions and the timing and extent of spending to support
27
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions or as otherwise noted)
product development efforts. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our annual report on Form 10-K for the year ended December 31, 2024.
Recently Issued and Adopted Accounting Pronouncements
For recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part I, Item 1 of this quarterly report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our cash flows or the fair value of our holdings of financial instruments. Market risks as of June 30, 2025 have not materially changed from those discussed under Part I, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our annual report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of our controls and procedures relative to their costs.
Based on that evaluation, our CEO and CFO concluded that, as of June 30, 2025 our disclosure controls and procedures were effective at the reasonable assurance level to ensure that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings.
For information related to legal proceedings, see Note 13 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.
Item 1A. Risk Factors.
There have been no material changes to the risk factors associated with our business from those reported under Part I, Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2024.
28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs for each month during the three months ended June 30, 2025.
| Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs(2) | ||||||||||||||||||||||
April 1, 2025 - April 30, 2025 | 50,068 | $ | 3.44 | — | $ | 450 | ||||||||||||||||||||
May 1, 2025 - May 31, 2025 | 1,145,893 | $ | 4.24 | 1,057,743 | $ | 446 | ||||||||||||||||||||
June 1, 2025 - June 30, 2025 | 10,472,195 | $ | 4.30 | 10,458,032 | $ | 401 | ||||||||||||||||||||
| Total | 11,668,156 | 11,515,775 | ||||||||||||||||||||||||
(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying equity awards under the Amended and Restated 2019 Incentive Award Plan. | ||||||||||||||||||||||||||
(2) In December 2024, our Board of Directors authorized a share repurchase program of up to $500.0 for a period of two years, from January 1, 2025 through December 31, 2026. On May 7, 2025, we obtained shareholder approval updating our previous shareholder share repurchase authority. The updated authority allows us to conduct open-market purchases, as approved by our Board of Directors, of up to 100 million of our ordinary shares from time to time through May 6, 2030, at a purchase price of no less than $1 per share and no more than $35 per share. | ||||||||||||||||||||||||||
Item 5. Other Information.
During the quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the Company adopted terminated
29
Item 6. Exhibits.
EXHIBIT INDEX
10.1*+ | |||||
10.2*+ | |||||
10.3*+ | |||||
10.4*+ | |||||
| 10.5 | |||||
| 31* | |||||
| 32* | |||||
| 101* | The following information from our Form 10-Q for the quarter ended June 30, 2025, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to the Condensed Consolidated Financial Statements (Unaudited). | ||||
| 104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | ||||
* Filed herewith.
+ Compensatory plan or arrangement.
30
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of London, United Kingdom on July 30, 2025.
| CLARIVATE PLC | |||||
| By: | /s/ Jonathan M. Collins | ||||
| Name: Jonathan M. Collins | |||||
| Title: Executive Vice President & Chief Financial Officer | |||||
31
CLARIVATE PLC AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN (As Amended and Restated as of June 1, 2025) | ||
ARTICLE I
ESTABLISHMENT AND PURPOSE
ESTABLISHMENT AND PURPOSE
1.1Establishment. The Plan was originally adopted by the Board on May 8, 2019, and became effective on May 13, 2019. On March 5, 2025, the Board approved this amendment and restatement of the Plan, subject to the approval of the Company’s shareholders at the 2025 Annual General Meeting of Shareholders. The Plan shall be amended and restated as of June 1, 2025, subject to prior approval of the Plan by the Company’s shareholders. The Plan shall remain in effect as provided in Section 10.3.
1.2Purpose. The purpose of the Plan is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. The Company intends to use this Plan to grant Awards to eligible Service Providers from time to time, subject to and in accordance with the terms and conditions described herein. Capitalized terms used in the Plan are defined in Article XI.
ARTICLE II
ELIGIBILITY
ELIGIBILITY
Service Providers are eligible to be granted Awards under the Plan, to the extent that an offer or receipt of an Award is permitted by Applicable Laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and subject to the limitations described herein.
ARTICLE III
ADMINISTRATION AND DELEGATION
ADMINISTRATION AND DELEGATION
3.1.Administration. The Plan is administered by the Administrator. Subject to the terms of the Plan and Applicable Laws, the Administrator has authority to:
(a)determine which Service Providers receive Awards;
(b) grant Awards and set Award terms and conditions (which need not be identical for each Participant);
(c)take all actions and make all determinations under the Plan;
(d)interpret the Plan and Award Agreements;
(e) adopt, amend and repeal Plan administrative rules, sub-plans, guidelines and practices as it deems advisable;
(f)correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards;
(g)determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended;
(h) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Administrator;
(i)amend terms or conditions of any outstanding Awards;
(j)establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with Applicable Laws, stock market or exchange rules and regulations or accounting or tax rules and regulations; and
(k) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan and due compliance with Applicable Laws, stock market or exchange rules and regulations or accounting or tax rules and regulations. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2.Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to a Committee. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
3.3.Further Delegation. To the extent Applicable Laws permit, the Board or the Administrator may delegate to one or more officers the authority to grant and administer Awards to Service Providers who are not Officers; provided that the delegation must specify any limitations on the authority required by Applicable Laws and the total number of Shares that may be subject to the Awards granted by such officer(s). The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
ARTICLE IV
SHARES AVAILABLE FOR AWARDS
SHARES AVAILABLE FOR AWARDS
4.1.Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.
4.2.Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, redeemed, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted under Section 8.1, if applicable) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of a Dividend Equivalent in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.
4.3.Incentive Option Limitations. Notwithstanding anything to the contrary herein, no more than 60,000,000 Shares may be issued pursuant to the exercise of Incentive Options.
4.4.Substitute Awards. In connection with an entity’s merger, amalgamation or consolidation with the Company or the Company’s acquisition of an entity’s property or shares, the Administrator may grant Awards in substitution for any options or other share or share-based awards granted before such merger, amalgamation or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit, except that Shares acquired by exercise of substitute Incentive Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Options under Section 4.3. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan under Section 4.2); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Service Providers prior to such acquisition or combination.
4.5.Non-Employee Director Awards. A Participant who is a non-employee Director may not receive compensation for any calendar year in excess of $1,000,000 in the aggregate, including cash payments and Awards (determined based on the grant date Fair Market Value of such awards).
ARTICLE V
OPTIONS AND SHARE APPRECIATION RIGHTS
OPTIONS AND SHARE APPRECIATION RIGHTS
5.1.General. The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Share Appreciation Right (including any Performance Criteria). A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.
5.2.Exercise Price. The Administrator will establish the exercise price for each Option or Share Appreciation Right and specify such exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the original grant date of the Option or Share Appreciation Right.
5.3.Duration. Each Option or Share Appreciation Right will be exercisable at such times, and as specified in, the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years. Notwithstanding the foregoing, and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Share Appreciation Right (other than an Incentive Option) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option or Share Appreciation Right shall be extended until the date that is thirty (30) days after the end of the legal prohibition, blackout period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the ten-year term of the applicable Option or Share Appreciation Right. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Share Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the end of the term of an Option or Share Appreciation Right, the Participant is given notice by the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (a) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (b) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant will terminate immediately upon the effective date of such Termination of Service).
5.4.Exercise. Options and Share Appreciation Rights may be exercised by delivering to the Company a notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (a) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (b) as specified in Section 9.6 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5.Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the Administrator shall determine the methods by which, and the forms in which, the exercise price of an Option may be paid, which methods may include any of the following:
(a)cash, wire transfer of immediately available funds or check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
(b)if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (i) delivery (including telephonically or electronically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (ii) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
(c)to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;
(d)to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;
(e)to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
(f)to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.
5.6.Automatic Exercise. An Award Agreement may provide that, to the extent an Option or Share Appreciation Right is not previously exercised as to all of the Shares subject thereto, and, if the Fair Market Value of one Share is greater than the exercise price then in effect, then the applicable Option or Share Appreciation Right shall be deemed automatically exercised immediately before its expiration.
5.7.No Dividends. No grant of Options or Share Appreciation Rights may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options or Share Appreciation Rights (except as provided under Sections 8.1 or 8.2).
ARTICLE VI
RESTRICTED SHARES; RESTRICTED SHARE UNITS
RESTRICTED SHARES; RESTRICTED SHARE UNITS
6.1.General. The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to require forfeiture of such shares if conditions the Administrator specifies in the Award Agreement (including any Performance Criteria) are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions (including any Performance Criteria) during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.
6.2.Restricted Shares.
(a)Dividends. Participants holding shares of Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Shares with respect to which they were paid.
(b)Share Certificates. Any Award of Restricted Shares may be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration. The Company may require that the Participant deposit in escrow with the Company (or its designee) any share certificates issued in respect of shares of Restricted Shares, together with a stock power endorsed in blank.
(c)83(b) Election. The Administrator may provide in an Award Agreement that an Award of Restricted Shares is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code, such Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.
6.3.Restricted Share Units.
(a)Settlement. The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.
(b)Shareholder Rights. A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
(c)Dividend Equivalents. If the Administrator provides, a grant of Restricted Share Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Share Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.
ARTICLE VII
OTHER SHARE OR CASH BASED AWARDS
OTHER SHARE OR CASH BASED AWARDS
7.1 Other Share or Cash Based Awards. Other Share or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
ARTICLE VIII
ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTS
ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTS
8.1.Corporate Transactions. In the event that the Administrator determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in Applicable Laws, regulations or accounting principles, an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, subject to Applicable Laws (including Section 409A), adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:
(a)the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the Overall Share Limit and Incentive Option limitation set forth in Section 4.3;
(b)the number and type of Shares (or other securities) subject to outstanding Awards;
(c)the grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; and
(d)the terms and conditions of any outstanding Awards, including any Performance Criteria;
provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
8.2.Change in Control. In the event of a Change in Control, the Administrator may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:
(a)To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;
(b)To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
(c)To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the shares of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
(d)To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the vesting terms or grant or exercise price), and the Performance Criteria and other criteria included in, outstanding Awards;
(e)To replace such Award with other rights or property selected by the Administrator; and/or
(f)To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.
8.3.Administrative Stand Still. In the event of any pending share dividend, share split, combination or exchange of shares, merger, amalgamation, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other extraordinary transaction or change affecting the Shares or the share price of Shares or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.
8.4.General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (b) any merger, amalgamation, consolidation, dissolution or liquidation of the Company or sale of Company assets or (c) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.
ARTICLE IX
GENERAL PROVISIONS APPLICABLE TO AWARDS
GENERAL PROVISIONS APPLICABLE TO AWARDS
9.1.Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, unless otherwise determined by the Administrator, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
9.2.Documentation. Each Award will be evidenced in an Award Agreement. Each Award may contain terms and conditions in addition to those set forth in the Plan.
9.3.Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
9.4.Termination of Status. The Administrator will determine how disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.
9.5.No Impact on Other Plans, Policies or Arrangements. No payment pursuant to the Plan shall be taken into account in determining any benefits under any severance, pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate, except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant of options and other share-based awards, and such arrangements may be either generally applicable or applicable only in specific cases.
9.6.Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (a) in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (b) to the extent permitted by the Administrator, in whole or in part by delivering Shares to the Company or the withholding of Shares by the Company, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (c) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (i) delivery (including telephonically or electronically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (d) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (b) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
9.7.Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Option to a Non-Qualified Option. The Participant’s consent to such action will be required unless (a) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, (b) the change is permitted under Article VIII or pursuant to Sections 10.6 or 10.16 or (c) such action is taken to cause the Plan or the Award to comply with Applicable Laws, stock market or exchange rules and regulations or accounting or tax rules and regulations. The Administrator shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Article VIII) affecting the Company, or the financial statements of the Company, or of changes in Applicable Laws, regulations or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
9.8.No Repricing. Except as expressly provided under Article VIII, the Administrator may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” Option, Share Appreciation Right or similar Award by: (a) amending or modifying the terms of the Option, Share Appreciation Right or similar Award to lower the exercise price; (b) cancelling the underwater Option, Share Appreciation Right or similar Award and granting either (i) replacement Options, Share Appreciation Rights or similar Awards having a lower exercise price or (ii) Restricted Shares or Restricted Share Units in exchange; or (c) cancelling or repurchasing the underwater Options, Share Appreciation Rights or similar Awards for cash or other securities. An Option, Share Appreciation Right or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.
9.9.Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (a) all Award conditions have been met or removed to the Company’s satisfaction, (b) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (c) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.
9.10.Acceleration. The Administrator may at any time provide that an Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.11.Additional Terms of Incentive Options. The Administrator may grant Incentive Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Options under the Code. If an Incentive Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers of Shares acquired under the Option made within (a) two years from the grant date of the Option or (b) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a Fair Market Value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option.
ARTICLE X
MISCELLANEOUS
MISCELLANEOUS
10.1.No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment, future Awards or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.
10.2.No Rights as Shareholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on share certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
10.3.Effective Date and Term of Plan. The Plan became effective on May 13, 2019 and will be amended and restated as of June 1, 2025, subject to prior approval of the Plan by the Company’s shareholders. The Plan will remain in effect until May 13, 2029, but Awards previously granted may extend beyond that date in accordance with the Plan.
10.4.Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit or any action permitted by Article VIII, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent, except (a) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with Applicable Laws or (b) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 10.16. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
10.5.Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in Applicable Laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Administrator, be necessary or desirable to recognize differences in local law, tax policy or custom. The Administrator also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.
10.6.Section 409A.
(a)General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (i) exempt this Plan or any Award from Section 409A or (ii) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
(b)Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a Termination of Service will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the Termination of Service. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
(c)Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
(d)Installment Payments. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment.
(e) Dividend Equivalents. If an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award.
10.7.Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a Director, officer, Employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, Director, officer, other Employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each Director, officer, other Employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.
10.8.Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.
10.9.Data Privacy.
(a)In connection with the Participant’s participation in the Plan, the Company or its Affiliates, as applicable, may need to process personal data (as such term, “personal information,” “personally identifiable information,” or any other term of comparable intent, is defined under Applicable Laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise obtained by, the Company or its Affiliates, their respective third-party service providers or others acting on the Company’s or its Affiliates’ behalf. Examples of such personal data may include, without limitation, the Participant’s name, account information, date of birth, social security number or other identification number, tax number, salary, nationality, job title, home address, telephone number, other contact information, any Shares (or other securities) or directorships held in the Company and details of all Awards or other entitlement to Shares (or other securities) awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor. The Company or its Affiliates may collect, use, store, disclose, transfer and otherwise process such personal data for all purposes relating to the operation and performance of the Plan, including but not limited to:
(i)implementing, administering, managing and maintaining Participant records;
(ii)providing the services described in the Plan;
(iii)providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which such Participant works; and
(iv)responding to public authorities, court orders and legal investigations and complying with law, as applicable.
(b)Depending on the jurisdiction in which the Participant lives, the legal basis for collecting, using, storing, disclosing, transferring and otherwise processing the Participant’s personal data in connection with the Plan may be the Participant’s consent, necessity for the performance of a contract with the Participant, or the legitimate interests of the Company or the applicable Affiliate. Where the jurisdiction applicable to the Participant recognizes consent as a valid legal basis for the processing of the Participant’s personal data as described herein, by accepting an award under the Plan, the Participant explicitly and unambiguously consents to the collection, use, storage, disclosure, transfer and other processing by the Company or any of its Affiliates (or any of their respective third-party service providers or others acting on the Company’s or any of its Affiliates’ behalf) of the Participant’s personal data as described in the Plan for all purposes relating to the operation and performance of the Plan, including, but not limited to, the purposes listed above. With respect to any applicable jurisdiction that requires determination of the legal basis for processing but does not recognize consent as a valid legal basis for the processing described herein, such processing shall be conducted on the basis of necessity for the performance of a contract with the Participant or the legitimate interests of the Company or its applicable Affiliate.
(c)The Participant is not required to supply any of the personal data that the Company or its Affiliates may request. However, failure to do so may affect the Participant’s ability to participate in the Plan or result in the Company or its Affiliates being unable to provide the Participant with certain rights and benefits that would otherwise be available to the Participant under the Plan.
(d)The Company or its Affiliates may share the Participant’s personal data with (i) Affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third-party administrators of the Plan, (vi) third-party service providers acting on the Company’s or its Affiliates’ behalf to provide the services described above, (vii) future purchasers or merger partners (as described above) or (viii) regulators and others, as required by law or in order to provide the services described in the Plan.
(e)If necessary, the Company or its Affiliates may transfer the Participant’s personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for, and to the extent required, under Applicable Laws. Further information on those safeguards or derogations can be obtained through, and other questions regarding this Section 10.9 (including to request access to the information included in this Section 10.9 in an alternative format) may be directed to data.privacy@clarivate.com. The terms set forth in this Section 10.9 are supplementary to the terms set forth in any employee privacy notice or other privacy policy that may be made available by the Company or its applicable Affiliate to the Participant; provided that, in the event of any conflict between the terms of this Section 10.9 and the terms of any such notice or policy, the terms of this Section 10.9 shall govern and control in relation to the processing of such personal data in connection with the Plan.
(f)The Company and its Affiliates will keep personal data collected or otherwise processed in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements and in accordance with the Company’s and its Affiliates’ backup and archival policies and procedures.
(g)Certain Participants may have a right to (i) request access to and rectification or erasure of the personal data provided or otherwise obtained, (ii) request the restriction of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company or its Affiliates and transmit such data to another party, (v) lodge a complaint with a supervisory authority and (vi) not be discriminated against for exercising his or her rights hereunder. However, the Participant’s exercise of any of the foregoing rights may affect the Participant’s ability to participate in the Plan or the Company’s or its Affiliates’ ability to provide the Participant with certain rights and benefits that would otherwise be available to the Participant under the Plan. The Company and its Affiliates do not sell personal data collected or otherwise processed in connection with the Plan to any third party and do not share such personal data with any third party for purposes of cross-context behavioral advertising. This Section 10.9, and the practices described herein, applies equally to the Company’s and its Affiliates’ collection, use, storage, disclosure, transfer and other processing of “sensitive” personal data, such as social security numbers and financial account information. The Company and its Affiliates do not use or otherwise process personal data collected or otherwise processed in connection with the Plan, including “sensitive” personal data, for purposes of automated decision-making, including profiling.
10.10.No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated or otherwise eliminated.
10.11.Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by Section 8.2.
10.12.Severability. If any portion of the Plan or any action taken under it is or becomes or is deemed to be held illegal, invalid or unenforceable for any reason in any jurisdiction, or with respect to any Participant or Award, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
10.13.No Fiduciary Relationship; Participant Status as Unsecured General Creditors. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
10.14.Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply or that such Award Agreement or other written agreement will control over the terms of the Plan.
10.15.Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.
10.16.Cancellation and Clawback.
(a)The Administrator may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Administrator may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.
(b) The Administrator shall have full authority to implement any policies and procedures necessary to comply with any reduction, cancellation, forfeiture or recoupment requirement imposed under any Applicable Laws, rules, regulations or stock exchange listing standard or under any associated Company recoupment policy, including Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act, Section 303A.14 of the NYSE Listed Company Manual and any rules promulgated thereunder and any other regulatory regimes. By participating in the Plan, each Participant acknowledges that, notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time (including the Clarivate Plc Executive Compensation Recoupment Policy, the Clarivate Plc Detrimental Conduct Clawback Policy and any other such policy adopted to comply with Rule 10D-1 of the Exchange Act and any related listing rules or regulations, including Section 303A.14 of the NYSE Listed Company Manual), and the Administrator may, to the extent permitted, and shall, to the extent required, by Applicable Laws, stock exchange rules or Company policy or arrangement, cancel or require forfeiture or reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.
10.17.Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.
10.18.Conformity to Securities Laws. The Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.
10.19.Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
10.20.Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.6: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
ARTICLE XI
DEFINITIONS
DEFINITIONS
As used in the Plan, the following words and phrases will have the following meanings:
11.1.“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.
11.2.“Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations; the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted; and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.
11.3.“Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.
11.4.“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, or Other Share or Cash Based Awards.
11.5.“Award Agreement” means a written agreement evidencing an Award, which may be written or electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
11.6.“Board” means the Board of Directors of the Company.
11.7.“Cause” means, with respect to a Participant, “Cause” (or any term of similar effect) as defined in such Participant’s employment agreement with the Company if such an agreement exists and contains a definition of Cause (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of Cause (or term of similar effect), then Cause shall include, but not be limited to: (a) the Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company or any material breach of a written agreement between the Participant and the Company, including without limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (b) the Participant’s commission of, indictment for or the entry of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (c) the Participant’s negligence or willful misconduct in the performance of the Participant’s duties or the Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (d) any act of fraud, embezzlement, material misappropriation or dishonesty committed by the Participant against the Company; or (e) any acts, omissions or statements by a Participant which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company.
11.8.“Change in Control” means the occurrence of any one or more of the following events:
(a)any person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, “Person”), other than (i) any employee plan established by the Company or any Subsidiary, (ii) the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) an entity owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month period) the beneficial owner (as defined in Rule 13d-3 under the Exchange Act, “Beneficial Owner”), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person, any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided that the provisions of this subsection (a) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (c) of this Section 11.8;
(b)a change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors immediately prior to the date of such appointment or election shall be considered as though such individual were a member of the Existing Board; provided further, that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, shall in any event be considered to be a member of the Existing Board;
(c)the consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) 50% or more of the total voting power and total Fair Market Value of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, 50% or more of the total voting power and total Fair Market Value of the stock of such surviving entity or parent entity thereof); and provided further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power and total Fair Market Value of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or
(d)the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Notwithstanding the foregoing or any provision of this Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A.
11.9.“Code” means the Internal Revenue Code of 1986, as amended.
11.10.“Committee” means one or more committees or subcommittees of the Board, which may include one or more Directors or officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
11.11.“Company” means Clarivate Plc, a public limited company incorporated under the laws of Jersey, Channel Islands, or any successor.
11.12.“Consultant” means any person, including any adviser, engaged by the Company or a Subsidiary to render services to such entity, or who has accepted an offer to render services to such entity, if the consultant or adviser: (a) renders or will render bona fide services to the Company; (b) renders or will render services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (c) is a natural person.
11.13.“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
11.14.“Director” means a Board member.
11.15.“Dividend Equivalent” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.
11.16.“Employee” means any individual, including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or Applicable Laws.
11.17.“Exchange Act” means the Securities Exchange Act of 1934, as amended.
11.18.“Fair Market Value” means, as of any date, for purposes of establishing the exercise price of Options or Share Appreciation Rights under the Plan, the value of Shares determined as follows: (a) if the Shares are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Shares are not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Shares, the Administrator will determine the Fair Market Value in its discretion. For all other purposes, the Fair Market Value shall be determined by a reasonable and consistent application of a reasonable valuation method previously approved by the Administrator; it being understood that different purposes under the Plan may use different methods but that the same purpose under the Plan shall use the same method, unless the Administrator approves a different method to apply reasonably and consistently for such same purpose that arises subsequent to such approval.
11.19.“Good Reason” shall have the meaning set forth in the Participant’s employment, service, severance or other similar contract or agreement with the Company or its applicable subsidiary, or, if there is no such agreement or contract containing a definition of Good Reason for an applicable Participant, Participant’s resignation will be for “Good Reason” if Participant resigns within ninety days after any of the following events, unless Participant consents to the applicable event: (a) a decrease in Participant’s annual base salary, other than a reduction in annual base salary of less than 10% that is implemented in connection with a contemporaneous reduction in annual base salaries affecting other senior executives of the Company; or (b) a material decrease in Participant’s authority or areas of responsibility as are commensurate with Participant’s then-current title or position (other than in connection with a corporate transaction where Participant continues to hold such position with respect to the Company’s business, substantially as such business exists prior to the date of consummation of such corporate transaction, but does not hold such position with respect to the successor corporation). Notwithstanding the foregoing, no Good Reason will have occurred unless and until Participant has: (i) provided the Company, within 60 days of Participant’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; and (ii) provided the Company with an opportunity to cure the same within 30 days after the receipt of such notice.
11.20.“Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.
11.21.“Incentive Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.
11.22.“Non-Qualified Option” means an Option not intended or not qualifying as an Incentive Option.
11.23.“Officer” means an Employee who is an executive officer of the Company within the meaning of Section 16 of the Exchange Act.
11.24.“Option” means an option to purchase Shares.
11.25.“Other Share or Cash Based Awards” means cash awards, Share awards, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares, cash or other property.
11.26.“Overall Share Limit” means 85,000,000 Shares.
11.27.“Participant” means a Service Provider who has been granted an Award.
11.28.“Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or product line of the Company or a Subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Administrator may provide for the adjustment to Performance Criteria (or the determination of achievement of such Performance Criteria) to account for the impact of an event or occurrence which the Administrator determines should appropriately be addressed or on account of such other terms and conditions as the Administrator deems appropriate.
11.29.“Plan” means this 2019 Incentive Award Plan, as amended and restated on June 1, 2025.
11.30.“Restricted Share” means a Share awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.
11.31.“Restricted Share Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
11.32.“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.
11.33.“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
11.34.“Securities Act” means the Securities Act of 1933, as amended.
11.35.“Service Provider” means an Employee, Consultant or Director or any other person that constitutes an “employee” as defined under General Instruction A of Form S-8.
11.36.“Share” means an ordinary share in the capital of the Company.
11.37.“Share Appreciation Right” means a share appreciation right granted under Article V.
11.38.“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company, if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
11.39.“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company or business acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
11.40.“Termination of Service” means the date the Participant ceases to be a Service Provider.
* * * * *
| CLARIVATE PLC AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN | ||
RESTRICTED SHARE UNIT GRANT NOTICE
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Incentive Award Plan (as amended from time to time, the “Plan”) of Clarivate Plc (the “Company”).
Upon acceptance of the Restricted Share Unit Agreement attached as Exhibit A (the “Agreement”) by the participant listed below (“Participant”), the Company will grant to the Participant the Restricted Share Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan, the Agreement, and the Global Appendix (the “Appendix”) all of which are incorporated into this Grant Notice by reference.
| Participant: | ||||||||
| Employee ID: | ||||||||
| Grant Number: | ||||||||
| Grant Date: | ||||||||
| Number of RSUs: | ||||||||
| Vesting Schedule: | Subject to (i) the acceptance of the Agreement by the Participant; (ii) the terms of the Agreement; and (iii) the Participant’s continued employment with the Company through each applicable vesting date, the RSUs shall vest as follows: | |||||||
| Number of RSUs: | Vesting Date: | |||||||
By Participant’s submission of electronic acceptance, or if required by applicable law, by the Participant’s signature, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and the Appendix. Participant has reviewed the Plan, this Grant Notice, the Agreement and the Appendix in their entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting this Grant Notice and the Agreement and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Appendix. Participant hereby agrees to accept as final and binding all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice, the Agreement or the Appendix.
Exhibit A
RESTRICTED SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ARTICLE I.
GENERAL
GENERAL
Section 1.1Award of RSUs and Dividend Equivalents.
(a)Conditioned upon Participant’s acceptance of this Agreement, the Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
(b)The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash or Share dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited, or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash or Share dividend paid on a single Share. Dividend Equivalents shall be paid in the form of Shares to Participant on the date on which the Shares underlying the RSUs are distributed to Participant; provided that no Dividend Equivalents shall be payable with respect to any RSUs that are forfeited. In the case of ordinary Share dividends, the number of Dividend Equivalents will equal the number of Shares Participant would have received on the applicable dividend payment date with respect to the number of Shares underlying the unvested RSUs on such date. In the case of ordinary cash dividends, the number of Dividend Equivalents will equal the number of Shares the Participant would have received if the amount of cash was reinvested in Shares on the applicable dividend payment date with respect to the number of Shares underlying the unvested RSUs on such date. Dividend Equivalents will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent relates.
Section 1.2No Rights as a Shareholder. Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the RSUs unless and until Participant becomes the record owner of the Shares underlying the RSUs.
Section 1.3Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement, the Appendix and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
Section 1.4Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
ARTICLE II.
VESTING; FORFEITURE AND SETTLEMENT
VESTING; FORFEITURE AND SETTLEMENT
Section 2.1Vesting; Forfeiture.
(a)Vesting. The RSUs will vest according to the vesting schedule in the Grant Notice, except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.
(b)Termination of Service. Subject to Section 2.1(c), in the event of Participant’s Termination of Service for any reason other than Participant’s death or Disability, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. In the event of Participant’s Termination of Service due to death or Disability, all unvested RSUs shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service. Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company or any Subsidiary for Cause, the Administrator, in its discretion, may immediately and automatically cancel all vested RSUs for no consideration and, in such event, any Shares or any amounts or benefits arising from the RSUs held by the Participant shall be returned to the Company.
(c)Change in Control. If, within twelve (12) months following a Change in Control, the RSUs (or a substitute award) remain outstanding and the Participant incurs a Termination of Service without Cause, all unvested RSUs (or a substitute award) shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service.
Section 2.2Settlement.
(a)RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of any additional taxes under Section 409A.
ARTICLE III.
TAXATION AND TAX WITHHOLDING
TAXATION AND TAX WITHHOLDING
Section 3.1Representation. The Participant is hereby advised to consult with the Participant’s own tax advisors in respect of any tax consequences arising in connection with the RSUs and the Dividend Equivalents.
Section 3.2Tax Withholding.
(a)The Company has the right to withhold any applicable federal, state and local tax that becomes due with respect to the RSUs and the Dividend Equivalents and take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes are withheld or collected from the Participant.
(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting, settlement or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.
A-2
ARTICLE IV.
OTHER PROVISIONS
OTHER PROVISIONS
Section 4.1Prohibited Activities. Participant acknowledges and agrees that the Company and its Subsidiaries are engaged in the highly competitive business of intellectual property services and consulting, as well as providing information solutions to assist professionals at every stage of research and development and ensure they maintain and extract maximum value from their intellectual assets. The Company’s and its Subsidiaries’ involvement in these business endeavors has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over long periods of time. As a result of these investments of money, skill and time, the Company and its Subsidiaries have developed and will continue to develop certain valuable Trade Secrets and Confidential Information (each as defined below) that are unique to the Company’s and its Subsidiaries’ businesses and the disclosure of which would cause the Company and its Subsidiaries great and irreparable harm. These investments also give the Company and its Subsidiaries a competitive advantage over companies that have not made comparable investments and that otherwise have not been as successful as the Company and its Subsidiaries in developing their businesses. Participant acknowledges and agrees that given Participant’s position and resultant responsibilities with the Company and its Subsidiaries and Participant’s access to Trade Secrets and Confidential Information, Participant has or will become intertwined with the goodwill the Company and its Subsidiaries have developed, cultivated and maintained within its highly competitive industry and with its customers and prospective customers and that Participant’s engaging in any business that is directly competitive with the Company and its Subsidiaries would cause it great and irreparable harm. Accordingly and in consideration of and as a condition to the grant of the RSUs, the receipt and sufficiency of which is hereby acknowledged by the parties, Participant agrees to the following covenants set forth in this Section 4.1. Subject to Section 4.2, the Participant’s breach of any of the covenants contained in this Section 4.1 or in any agreement to which the Participant may be a party with the Company or any Subsidiary, in addition to whatever other equitable relief or monetary damages to which the Company or any Subsidiary may be entitled, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether vested or not vested) and any amounts or benefits arising from this Award held by the Participant. In the event of a conflict between the terms of this Section 4.1 and the terms of a Participant’s employment agreement, the terms of the employment agreement will prevail.
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(a)Nondisclosure of Proprietary Information.
(i)Except in connection with the faithful performance of Participant’s duties as a Service Provider or pursuant to Section 4.1(a)(iii), Section 4.1(a)(iv) or Section 4.2, Participant shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Participant’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company or any Subsidiary) any Confidential Information or Trade Secrets, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information or Trade Secrets. For purposes of this Agreement, “Confidential Information” shall mean information that the Company or its Subsidiaries have obtained in connection with its present or planned business, including information Participant developed in the performance of Participant’s service as a Service Provider, the disclosure of which could result in a competitive or other disadvantage to the Company or its Subsidiaries. “Confidential Information” includes some of the Company’s and its Subsidiaries’ most valuable assets, such as: innovations, inventions and ideas, including patentable or copyrightable subject matter; pricing policies; business plans and outlooks; brand formulations; nonpublic financial results; new product developments or plans; customer lists; author or consultant contracts; subscription lists; software or computer programs; merger, acquisition or divestiture plans; personnel acquisition plans or major management changes; and Trade Secrets (as defined below). Confidential Information includes all information received by the Company or its Subsidiaries under an obligation of confidentiality to another person or entity. The Participant and the Company and its Subsidiaries hereby stipulate and agree that, as between them, any item of Confidential Information or Trade Secrets is important, material and confidential and affects the successful conduct of the businesses of the Company and its Subsidiaries (and any successor or assignee of the Company and its Subsidiaries). Notwithstanding the foregoing, Confidential Information shall not include any information that (i) has been published or is in the future published in a form generally available to the public, (ii) is or becomes publicly available or (iii) has become or becomes public knowledge prior to the date Participant proposes to disclose or use such information; provided that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Participant directly or indirectly breaching Participant’s obligations under this Section 4.1(a) or any other similar provision by which Participant is bound. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. For purposes of this Agreement, “Trade Secrets” shall mean all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing by the Company or its Subsidiaries. The Company confirms, and Participant understands, that the Company or a Subsidiary is the owner of its Trade Secrets, that the Company or its Subsidiary has taken reasonable steps, under the circumstances, to protect and maintain the secrecy of its Trade Secrets, and that the Company or its Subsidiary derives economic value, both tangible and intangible, from its Trade Secrets.
(ii)Upon the Participant’s Termination of Service for any reason, Participant will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s or any Subsidiary’s customers, business plans, marketing strategies, products, property or processes.
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(iii)Participant may respond to a lawful and valid subpoena or other legal process but shall (i) give the Company the earliest possible notice thereof, (ii) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (iii) assist such counsel at the Company’s expense in resisting or otherwise responding to such process, in each case, to the extent permitted by Applicable Laws or rules.
(iv)Nothing in this Agreement shall prohibit Participant from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 4.1(a)(iii) above), (ii) disclosing information and documents to Participant’s attorney or financial or tax advisor for the purpose of securing legal, financial or tax advice, (iii) disclosing Participant’s post-service restrictions in this Agreement in confidence to any potential new service recipient, or (iv) retaining, at any time, Participant’s personal correspondence, Participant’s personal contacts and documents related to Participant’s own personal benefits, entitlements and obligations.
(b)Inventions. All rights to discoveries, inventions, improvements, innovations, ideas, designs, copyrightable materials, trademarks, and other technology and rights (including all data and records pertaining thereto) related to the business of the Company or any Subsidiary, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Participant may discover, invent or originate either alone or with others and whether or not during working hours or by the use of the facilities of the Company or any Subsidiary during the period in which Participant is a Service Provider (the “Term”), and if based on Confidential Information, after the Term (“Inventions”), shall be the exclusive property of the Company and, to the maximum extent permitted by Applicable Laws, shall be deemed “works made for hire” as the term is used in the United States Copyright Act or other Applicable Laws. To the extent that any Invention is not deemed a “work made for hire” or Participant otherwise retains any right, title or interest with respect to any Invention, Participant hereby irrevocably assigns and otherwise transfers to the Company the entire worldwide right, title, and interest in and to such Inventions. Participant shall promptly disclose all such Inventions to the Company and shall execute at the Company’s request any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein. Upon reasonable request, Participant shall assist the Company, at the Company’s expense (but without further or additional compensation), in obtaining, defending and enforcing the Company’s rights in the Inventions. Participant hereby appoints the Company as Participant’s attorney-in-fact to execute on Participant’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.
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(c)Non-Competition and Non-Solicitation. Participant acknowledges and agrees that Participant will be subject to the following non-competition and non-solicitation covenants. Notwithstanding the foregoing, if Participant is a resident of any jurisdiction where the covenants contained in this Section 4.1(c) are not enforceable against Participant or are void as a matter of law, in each case, under Applicable Laws of such jurisdiction, and the covenants cannot be modified to be valid and enforced under the Applicable Laws and rules of such jurisdiction, Participant shall not be subject to such covenants.
(i)Non-Competition. Participant agrees that during the term of Participant’s employment with the Company or its Subsidiaries, and for a period of twelve (12) consecutive months following the termination of Participant’s employment for any reason, Participant will not, directly or indirectly, individually or through an entity, as an owner, part owner, partner, employee, agent or otherwise:
(A)Provide to a Competitive Enterprise the same or similar services that Participant performed during Participant’s employment with the Company or its Subsidiaries. For purposes of this Agreement, “Competitive Enterprise” shall mean any company, entity, or organization (other than the Employer) that engages in: (A) any business of the Company or any of its Subsidiaries (1) which Participant was actively involved with at any time during the twelve (12) months immediately before the termination of Participant’s employment with the Company or its Subsidiaries or (2) any business of the Company or any of its Subsidiaries about which Participant held Confidential Information and/or Trade Secrets during the twelve (12) months immediately before the termination of Participant’s employment (whether or not Participant worked in that business directly); or (B) any business under development by the Company or any of its Subsidiaries at the time Participant’s employment with the Company or its Subsidiaries terminates and which Participant was involved or had knowledge about in the twelve (12) months immediately before the termination of Participant’s employment; or
(B)Sell, attempt to sell, or directly or indirectly assist in the effort of anyone else who sells or attempts to sell, any products or services that are competitive with any products or services offered by the Company or its Subsidiaries and which Participant gained knowledge of during Participant’s employment with the Company or its Subsidiaries; or
(C)Act in any capacity for another entity or engage in any conduct if in such capacity or due to such conduct Participant would inevitably use and/or disclose Confidential Information or Trade Secrets; or
(D)Interfere with, disrupt or attempt to interfere with or disrupt relations between the Company or any of its Subsidiaries and any of their respective customers, employees, consultants, suppliers or vendors; or
(E)Own more than 5% of a Competitive Enterprise.
Participant acknowledges that the Company and its Subsidiaries are involved in a global business and it is reasonable and necessary to protect the Company’s and its Subsidiaries’ legitimate business interests for the provisions of this Section 4.1(c)(i) to apply on a global basis.
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(ii)Non-Solicitation of Customers. Participant agrees that while employed by the Company and its Subsidiaries, Participant will have contact with and become aware of some, most or all of the Company’s and its Subsidiaries’ customers, representatives of those customers, their names and addresses, specific customer needs and requirements, and leads and references to prospective customers. Participant further agrees that the loss of such customers will cause the Company and its Subsidiaries great and irreparable harm. Participant agrees that for twelve (12) months after the termination of Participant’s employment for any reason, Participant will not directly or indirectly solicit, contact, call upon, communicate with or attempt to communicate with any customer, former customer, or prospective customer of the Company or any of its Subsidiaries for the purpose of providing or obtaining any product or service reasonably deemed competitive with any product or service then offered by Employer. This restriction shall apply only to (1) any customer, former customer, or prospective customer of the Company or any of its Subsidiaries with whom Participant had contact with during the last twelve (12) months of Participant’s employment or (2) any customer, former customer, or prospective customer of the Company or any of its Subsidiaries about which Participant had access to the Company’s Confidential Information or Trade Secrets concerning such customer, former customer or prospective customer during the last twelve (12) months of employment.
For the purposes of Section 4.1(c)(ii), “contact” means any interaction whatsoever between Participant and the customer, former customer, or prospective customer which takes place to further a business relationship.
(iii)Non-Solicitation of Employees. Participant agrees that while employed by the Company and its Subsidiaries and for twelve (12) months after the termination of Participant’s employment for any reason, Participant will not directly or indirectly solicit, recruit, hire or attempt to solicit, recruit, or hire any other employee of the Company or any of its Subsidiaries with whom Participant had contact with during his/her employment.
For the purposes of Section 4.1(c)(iii), “contact” means any interaction whatsoever between Participant and the other employee.
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(d)Non-Disparagement. Subject to Section 4.1(a)(iii), Section 4.1(a)(iv) and Section 4.2, the Participant agrees, during the Term and following the Participant’s Termination of Service, to refrain from Disparaging (as defined below) the Company and its Subsidiaries, including, without limitation, any of the Company’s services, technologies or practices, or any of their directors, officers, agents, representatives or stockholders, either orally or in writing. Nothing in this paragraph shall preclude Participant from making truthful statements that are reasonably necessary to comply with Applicable Laws, regulation or legal process, or to defend or enforce Participant’s rights under this Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged.
(e)Waiver of Breach. The Company’s waiver of a breach of any provision of this Section 4.1 by Participant does not operate as and should not be construed as a waiver of any subsequent breach by Participant, nor does the Company’s failure to take action against any other employee for similar breaches operate as a waiver by the Company of a breach.
(f)Tolling. In the event Participant violates any provision and/or provisions in this Section 4.1, the obligations contained in the provision and/or provisions that the Participant violated will run from the date on which Participant ceased to be in violation of any such provision and/or provisions.
(g)Injunctive Relief. Participant understands, acknowledges and agrees that in the event Participant breaches and/or threatens to breach of any of the covenants and provisions contained in this Section 4.1, the Company shall suffer irreparable injury for which there is no adequate remedy at law. The Company will therefore be entitled to injunctive relief from the courts without bond, enjoining Participant from engaging in activities in breach of this Section 4.1.
(h)Notification to Other Parties. If Participant’s employment terminates for any reason, Participant agrees to provide a copy of this Section 4.1, and consents to the Company’s providing a copy of this Section 4.1, to any subsequent employer or potential employer of Participant, or other interested parties.
Section 4.2Whistleblower Protection; Defend Trade Secrets Act.
(a)Nothing in this Agreement or otherwise limits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any Applicable Laws or privilege to the Securities and Exchange Commission (the “SEC”), any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities, and nothing in this Agreement requires the Participant to waive any monetary award or other payment that the Participant might become entitled to from the SEC or any other Government Agency or self-regulatory organization.
(b)Further, nothing in this Agreement precludes the Participant 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, the Participant 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 the Participant filed or is filed on the Participant’s behalf.
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(c)Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that the Participant shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law as contemplated by the preceding sentence, the Participant may disclose the relevant trade secret to his attorney and may use such trade secret in the ensuing court proceeding, if the Participant (X) files any document containing such trade secret under seal and (Y) does not disclose such trade secret, except pursuant to court order.
Section 4.3Data Protection. Participant acknowledges and agrees that the Company and any other third-party administrator designated by the Company to maintain the Plan through an electronic system may process sensitive and personal data of Participant in connection with the administration and maintenance of the Plan, including: Participant’s name, address, telephone number, e-mail address, tax identification number, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, language skills, driver’s license information, birth certificate or employee identification information. The lawful persons for whom the Participant's personal data are intended and with whom such personal data may be shared are the Company, the third-party administrator designated by the Company to maintain the Plan through an electronic system (as selected by the Company from time to time), legal counsel to the Company (as selected by the Company from time to time), the Company’s accountants (as selected by the Company from time to time) and any other person that the Company may find in its administration or maintenance of the Plan to be appropriate. For additional information regarding how the Company may collect, use and process Participant’s personal data and the manner in which the Company does so, Participant shall refer to the Clarivate Analytics Employee Privacy Notice.
Section 4.4Third Party Administrator; Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSUs to Participant by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant consents to receive any such documents by electronic delivery and, if requested by the Company, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party administrator designated by the Company.
Section 4.5Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Section 4.6Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.6, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
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Section 4.7Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Section 4.8Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice, the Appendix and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
Section 4.9Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
Section 4.10Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, the Appendix, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
Section 4.11Entire Agreement. The Plan, the Grant Notice, the Appendix and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Participant acknowledges that this Agreement supplements, rather than supersedes, any agreements that Participant has with the Company or any of its Subsidiaries that restricts Participant’s activities during or after Participant’s employment, including non-disclosure agreements, non-solicitation agreements and other restrictive covenants.
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Section 4.12Agreement Severable. If any provision of the Grant Notice, the Appendix or this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that the Grant Notice, the Appendix and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of the Grant Notice, the Appendix or this Agreement shall not affect the legality, enforceability or validity of any other provision of the Grant Notice, the Appendix or this Agreement.
Section 4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.
Section 4.14Not a Contract of Employment. Nothing in the Plan, the Grant Notice, the Appendix or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
Section 4.15Not Salary, Pensionable Earnings or Base Pay. The Participant acknowledges that the RSUs shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or (c) any calculation of base pay or regular pay for any purpose.
Section 4.16Section 409A. The Plan, the Grant Notice, the Appendix and this Agreement and the RSUs granted hereunder are intended to comply with the requirements of, or be exempt from, Section 409A of the Code. The provisions of this Agreement shall be interpreted in a manner that satisfies such requirements, and this Agreement shall be operated accordingly. To the extent that any provision of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. This Agreement may be amended without the consent of the Participant in any respect deemed by the Board to be necessary in order to preserve compliance with Section 409A of the Code. No provision of this Agreement shall be interpreted to transfer any liability for a failure to comply with Section 409A from the Participant or any other Person to the Company, and in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant pursuant to Section 409A of the Code.
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Section 4.17No Right to Future Awards. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.
Section 4.18Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
Section 4.19Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
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CLARIVATE PLC
AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN
AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN
RESTRICTED SHARE UNIT GRANT NOTICE
Capitalized terms not specifically defined in this Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Incentive Award Plan (as amended from time to time, the “Plan”) of Clarivate Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Restricted Share Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan, the Restricted Share Unit Agreement attached as Exhibit A (the “Agreement”), and the Global Appendix (the “Appendix”) all of which are incorporated into this Grant Notice by reference.
Participant: | |||||
Grant Date: | |||||
Grant Number: | |||||
Number of RSUs: | |||||
Vesting Schedule: | Subject to the terms of the Agreement, including the Participant’s continued Service with the Company through the vesting date, the RSUs shall vest 100% on the date immediately preceding the Company’s next Annual General Meeting of Shareholders. | ||||
By Participant’s submission of electronic acceptance, or if required by applicable law, by the Participant’s signature, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and the Appendix. Participant has reviewed the Plan, this Grant Notice, the Agreement and the Appendix in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Appendix. Participant hereby agrees to accept as final and binding all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice, the Agreement or the Appendix.
Exhibit A
RESTRICTED SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ARTICLE I.
GENERAL
Section 1.1 | Award of RSUs and Dividend Equivalents. | ||||
(a) The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
(b) The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash or Share dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited, or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash or Share dividend paid on a single Share. Dividend Equivalents shall be paid in the form of Shares to Participant on the date on which the Shares underlying the RSUs are distributed to Participant; provided that no Dividend Equivalents shall be payable with respect to any RSUs that are forfeited. In the case of ordinary Share dividends, the number of Dividend Equivalents will equal the number of Shares Participant would have received on the applicable dividend payment date with respect to the number of Shares underlying the unvested RSUs on such date. In the case of ordinary cash dividends, the number of Dividend Equivalents will equal the number of Shares the Participant would have received if the amount of cash was reinvested in Shares on the applicable dividend payment date with respect to the number of Shares underlying the unvested RSUs on such date. Dividend Equivalents will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent relates.
Section 1.2 | No Rights as a Shareholder. | ||||
Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the RSUs unless and until Participant becomes the record owner of the Shares underlying the RSUs.
Section 1.3 | Incorporation of Terms of Plan. | ||||
The RSUs are subject to the terms and conditions set forth in this Agreement, the Appendix and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
Section 1.4 | Unsecured Promise. | ||||
The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
ARTICLE II.
VESTING; FORFEITURE AND SETTLEMENT
Section 2.1 | Vesting; Forfeiture. | ||||
(a) Vesting. The RSUs will vest according to the vesting schedule in the Grant Notice, except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.
(b) Termination of Service. Subject to Section 2.1(c), in the event of Participant’s Termination of Service for any reason other than Participant’s death or Disability, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. In the event of Participant’s Termination of Service due to death or Disability, all unvested RSUs shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service. Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company or any Subsidiary for Cause, the Administrator, in its discretion, may immediately and automatically cancel all vested RSUs for no consideration and, in such event, any Shares or any amounts or benefits arising from the RSUs held by the Participant shall be returned to the Company.
(c) Change in Control. If, within twelve (12) months following a Change in Control, the RSUs (or a substitute award) remain outstanding and the Participant incurs a Termination of Service without Cause, all unvested RSUs (or a substitute award) shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service.
Section 2.2 | Settlement. | ||||
RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of any additional taxes under Section 409A.
ARTICLE III.
TAXATION AND TAX WITHHOLDING
Section 3.1 | Representation. | ||||
The Participant is hereby advised to consult with the Participant’s own tax advisors in respect of any tax consequences arising in connection with the RSUs and the Dividend Equivalents.
Section 3.2 | Tax Liability. | ||||
(a) As required by Applicable Laws, the Company has the right to withhold any applicable federal, state and local tax that becomes due with respect to the RSUs and the Dividend Equivalents and take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes are withheld or collected from the Participant.
(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting, settlement or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.
ARTICLE IV.
OTHER PROVISIONS
Section 4.1 | Prohibited Activities. | ||||
Participant acknowledges and agrees that the Company and its Subsidiaries are engaged in the highly competitive business of intellectual property services and consulting, as well as providing information solutions to assist professionals at every stage of research and development and ensure they maintain and extract maximum value from their intellectual assets. The Company’s and its Subsidiaries’ involvement in these businesses has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over long periods of time. As a result of these investments of money, skill and time, the Company and its Subsidiaries have developed and will continue to develop certain valuable Trade Secrets and Confidential Information (each as defined below) that are unique to the Company’s and its Subsidiaries’ businesses and the disclosure of which would cause the Company and its Subsidiaries great and irreparable harm. These investments also give the Company and its Subsidiaries a competitive advantage over companies that have not made comparable investments and that otherwise have not been as successful as the Company and its Subsidiaries in developing their businesses. Participant acknowledges and agrees that given Participant’s position and resultant responsibilities with the Company and its Subsidiaries and Participant’s access to Trade Secrets and Confidential Information, Participant has or will become intertwined with the goodwill the Company and its Subsidiaries have developed, cultivated and maintained within its highly competitive industry and with its customers and prospective customers and that Participant’s engaging in any business that is directly competitive with the Company and its Subsidiaries would cause it great and irreparable harm. Accordingly and in consideration of and as a condition to the grant of the RSUs, Participant agrees to the following covenants set forth in this Section 4.1. Subject to Section 4.2, the Participant’s breach of any of the covenants contained in this Section 4.1 or any confidentiality, non-disparagement, assignment of inventions or other intellectual property agreement to which the Participant may be a party with the Company or any Subsidiary, in addition to whatever other equitable relief or monetary damages to which the Company or any Subsidiary may be entitled, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) and any amounts or benefits arising from this Award held by the Participant.
(a) Nondisclosure of Proprietary Information.
(i) | Except in connection with the faithful performance of Participant’s duties as a Service Provider or pursuant to Section 4.1(a)(iii), Section 4.1(a)(iv) or Section 4.2, Participant shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Participant’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company or any Subsidiary) any Confidential Information or Trade Secrets, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information or Trade Secrets. For purposes of this Agreement, “Confidential Information” shall mean information that the Company or its Subsidiaries have obtained in connection with its present or planned business, including information Participant developed in the performance of Participant’s service as a Service Provider, the disclosure of which could result in a competitive or other disadvantage to the Company or its Subsidiaries. “Confidential Information” includes some of the Company’s and its Subsidiaries’ most valuable assets, such as: innovations, inventions and ideas, including patentable or copyrightable subject matter; pricing policies; business plans and outlooks; brand formulations; nonpublic financial results; new product developments or plans; customer lists; author or consultant contracts; subscription lists; software or computer programs; merger, acquisition or divestiture plans; personnel acquisition plans or major management changes; and Trade Secrets (as defined below). Confidential Information includes all information received by the Company or its Subsidiaries under an obligation of confidentiality to another person or entity. The Participant and the Company and its Subsidiaries hereby stipulate and agree that, as between them, any item of Confidential Information or Trade Secrets is important, material and confidential and affects the successful conduct of the businesses of the Company and its Subsidiaries (and any successor or assignee of the Company and its Subsidiaries). Notwithstanding the foregoing, Confidential Information shall not include any information that (i) has been published or is in the future published in a form generally available to the public, (ii) is or becomes publicly available or (iii) has become or becomes public knowledge prior to the date Participant proposes to disclose or use such information; provided that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Participant directly or indirectly breaching Participant’s obligations under this Section 4.1(a) or any other similar provision by which Participant is bound. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. For purposes of this Agreement, “Trade Secrets” shall mean all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing by the Company or its Subsidiaries. The Company confirms, and Participant understands, that the Company or a Subsidiary is the owner of its Trade Secrets, that the Company or its Subsidiary has taken reasonable steps, under the circumstances, to protect and maintain the secrecy of its Trade Secrets, and that the Company or its Subsidiary derives economic value, both tangible and intangible, from its Trade Secrets. | ||||
(ii) | Upon the Participant’s Termination of Service for any reason, Participant will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s or any Subsidiary’s customers, business plans, marketing strategies, products, property or processes. | ||||
(iii) | Participant may respond to a lawful and valid subpoena or other legal process but shall (i) give the Company the earliest possible notice thereof, (ii) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (iii) assist such counsel at the Company’s expense in resisting or otherwise responding to such process, in each case, to the extent permitted by Applicable Laws or rules. | ||||
(iv) | Nothing in this Agreement shall prohibit Participant from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 4.1(a)(iii) above), (ii) disclosing information and documents to Participant’s attorney or financial or tax advisor for the purpose of securing legal, financial or tax advice, (iii) disclosing Participant’s post-service restrictions in this Agreement in confidence to any potential new service recipient, or (iv) retaining, at any time, Participant’s personal correspondence, Participant’s personal contacts and documents related to Participant’s own personal benefits, entitlements and obligations. | ||||
(b) Inventions. All rights to discoveries, inventions, improvements, innovations, ideas, designs, copyrightable materials, trademarks, and other technology and rights (including all data and records pertaining thereto) related to the business of the Company or any Subsidiary, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Participant may discover, invent or originate either alone or with others and whether or not during working hours or by the use of the facilities of the Company or any Subsidiary during the period in which Participant is a Service Provider (the “Term”), and if based on Confidential Information, after the Term (“Inventions”), shall be the exclusive property of the Company and, to the maximum extent permitted by Applicable Laws, shall be deemed “works made for hire” as the term is used in the United States Copyright Act or other Applicable Laws. To the extent that any Invention is not deemed a “work made for hire” or Participant otherwise retains any right, title or interest with respect to any Invention, Participant hereby irrevocably assigns and otherwise transfers to the Company the entire worldwide right, title, and interest in and to such Inventions. Participant shall promptly disclose all such Inventions to the Company and shall execute at the Company’s request any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein. Upon reasonable request, Participant shall assist the Company, at the Company’s expense (but without further or additional compensation), in obtaining, defending and enforcing the Company’s rights in the Inventions. Participant hereby appoints the Company as Participant’s attorney-in-fact to execute on Participant’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.
(c) Non-Disparagement. Subject to Section 4.2, the Participant agrees, during the Term and following the Participant’s Termination of Service, to refrain from Disparaging (as defined below) the Company and its Subsidiaries, including, without limitation, any of the Company’s services, technologies or practices, or any of their directors, officers, agents, representatives or stockholders, either orally or in writing. Nothing in this paragraph shall preclude Participant from making truthful statements that are reasonably necessary to comply with Applicable Laws, regulation or legal process, or to defend or enforce Participant’s rights under this Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged.
Section 4.2 | Whistleblower Protection; Defend Trade Secrets Act. | ||||
(a) Nothing in this Agreement or otherwise limits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any Applicable Laws or privilege to the Securities and Exchange Commission (the “SEC”), any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities, and nothing in this Agreement requires the Participant to waive any monetary award or other payment that the Participant might become entitled to from the SEC or any other Government Agency or self-regulatory organization.
(b) Further, nothing in this Agreement precludes the Participant 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, the Participant 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 the Participant filed or is filed on the Participant’s behalf.
(c) Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that the Participant shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law as contemplated by the preceding sentence, the Participant may disclose the relevant trade secret to his attorney and may use such trade secret in the ensuing court proceeding, if the Participant (X) files any document containing such trade secret under seal and (Y) does not disclose such trade secret, except pursuant to court order.
Section 4.3 | Data Protection. | ||||
Participant acknowledges and agrees that the Company and any other third-party administrator designated by the Company to maintain the Plan through an electronic system may process sensitive and personal data of Participant in connection with the administration and maintenance of the Plan, including: Participant’s name, address, telephone number, e-mail address, tax identification number, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, language skills, driver’s license information, birth certificate or employee identification information. The lawful persons for whom the Participant's personal data are intended and with whom such personal data may be shared are the Company, the third-party administrator designated by the Company to maintain the Plan through an electronic system (as selected by the Company from time to time), legal counsel to the Company (as selected by the Company from time to time), the Company’s accountants (as selected by the Company from time to time) and any other person that the Company may find in its administration or maintenance of the Plan to be appropriate. For additional information regarding how the Company may collect, use and process Participant’s personal data and the manner in which the Company does so, Participant shall refer to the Clarivate Employee Privacy Notice.
Section 4.4 | Third Party Administrator; Electronic Delivery. | ||||
The Company may, in its sole discretion, decide to deliver any documents related to the RSUs to Participant by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant consents to receive any such documents by electronic delivery and, if requested by the Company, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party administrator designated by the Company.
Section 4.5 | Adjustments. | ||||
Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
Section 4.6 | Notices. | ||||
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.6, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
Section 4.7 | Titles. | ||||
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Section 4.8 | Conformity to Securities Laws. | ||||
Participant acknowledges that the Plan, the Grant Notice, the Appendix and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
Section 4.9 | Successors and Assigns. | ||||
Section 4.10 | Limitations Applicable to Section 16 Persons. | ||||
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, the Appendix, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
Section 4.11 | Entire Agreement. | ||||
The Plan, the Grant Notice, the Appendix and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
Section 4.12 | Agreement Severable. | ||||
If any provision of the Grant Notice, the Appendix or this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that the Grant Notice, the Appendix and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of the Grant Notice, the Appendix or this Agreement shall not affect the legality, enforceability or validity of any other provision of the Grant Notice, the Appendix or this Agreement.
Section 4.13 | Limitation on Participant’s Rights. | ||||
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.
Section 4.14 | No Right of Continued Service. | ||||
Nothing in the Plan, the Grant Notice, the Appendix or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
Section 4.15 | Not Salary, Pensionable Earnings or Base Pay. | ||||
Unless required by Applicable Laws, the Participant acknowledges that the RSUs shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or (c) any calculation of base pay or regular pay for any purpose.
Section 4.16 | Section 409A. | ||||
The Plan, the Grant Notice, the Appendix and this Agreement and the RSUs granted hereunder are intended to comply with the requirements of, or be exempt from, Section 409A of the Code. The provisions of this Agreement shall be interpreted in a manner that satisfies such requirements, and this Agreement shall be operated accordingly. To the extent that any provision of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by Applicable Laws. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. This Agreement may be amended without the consent of the Participant in any respect deemed by the Board to be necessary in order to preserve compliance with Section 409A of the Code. No provision of this Agreement shall be interpreted to transfer any liability for a failure to comply with Section 409A from the Participant or any other Person to the Company, and in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant pursuant to Section 409A of the Code.
Section 4.17 | No Right to Future Awards. | ||||
Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.
Section 4.18 | Governing Law. | ||||
All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
Section 4.19 | Counterparts. | ||||
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *
CLARIVATE PLC
AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN
AMENDED AND RESTATED 2019 INCENTIVE AWARD PLAN
2025 PERFORMANCE SHARE UNIT GRANT NOTICE
Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2019 Incentive Award Plan (as amended from time to time, the “Plan”) of Clarivate Plc (the “Company”).
The Company has granted to the participant listed below (“Participant”) the Performance Share Units described in this Grant Notice which vest based on the achievement of performance criteria (the “PSUs”), subject to the terms and conditions of the Plan, the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), and the Global Appendix (the “Appendix”), all of which are incorporated into this Grant Notice by reference.
| Participant: | |||||
| Employee ID: | |||||
| Grant Number: | |||||
| Grant Date: | |||||
| Number of PSUs granted at “Target” performance level (Target Number of Units Granted): | |||||
| Vesting Schedule: | PSUs shall vest as set forth in Article II of the Agreement | ||||
| Performance Measures | Adjusted EPS (⅓), Adjusted EBITDA (⅓) and Recurring Organic Revenue Growth (⅓) for the Measurement Period, with a Three-Year TSR Modifier applied to the Achievement Level Percent, as set forth in Article II of the Agreement. | ||||
By Participant’s submission of electronic acceptance or, if required by applicable law, by the Participant’s signature, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and the Appendix. Participant has reviewed the Plan, this Grant Notice, the Agreement and the Appendix in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Appendix. Participant hereby agrees to accept as final and binding all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice, the Agreement or the Appendix.
EXHIBIT A
TO PERFORMANCE SHARE UNIT GRANT NOTICE
PERFORMANCE SHARE UNIT AGREEMENT
PERFORMANCE SHARE UNIT AGREEMENT
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ARTICLE I
GENERAL
GENERAL
Section 1.1.Award of PSUs and Dividend Equivalents.
(a)The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested in accordance with the terms of this Agreement.
(b)The Company hereby grants to Participant, with respect to each PSU, a Dividend Equivalent for ordinary cash or Share dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited, or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash or Share dividend paid on a single Share. Dividend Equivalents shall be paid in the form of Shares to Participant on the date on which the Shares underlying the PSUs are distributed to Participant based on the Company’s actual achievement of the Performance Objectives for the Measurement Period; provided that no Dividend Equivalents shall be payable with respect to any PSUs that are forfeited. In the case of ordinary Share dividends, the number of Dividend Equivalents will equal the number of Shares that Participant would have received on the applicable dividend payment date with respect to the number of Shares underlying the unvested PSUs on such date. In the case of ordinary cash dividends, the number of Dividend Equivalents will equal the number of Shares the Participant would have received if the amount of cash was reinvested in Shares on the applicable dividend payment date with respect to the number of Shares underlying the unvested PSUs on such date. Dividend Equivalents will vest or be forfeited, as applicable, upon the vesting or forfeiture of the PSU with respect to which the Dividend Equivalent relates.
Section 1.2.No Rights as a Shareholder.
Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the PSUs unless and until Participant becomes the record owner of the Shares underlying the PSUs.
Section 1.3.Incorporation of Terms of Plan.
The PSUs are subject to the terms and conditions set forth in this Agreement, the Appendix and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.
Section 1.4.Unsecured Promise.
The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.
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ARTICLE II
VESTING; FORFEITURE AND SETTLEMENT
VESTING; FORFEITURE AND SETTLEMENT
Section 2.1.Vesting; Forfeiture.
(a)Vesting. The “Measurement Period” means the three-year period beginning on January 1, 2025 and ending on December 31, 2027. Subject to Section 2.1(e) below, the PSUs will vest to the extent the performance objectives described in Sections 2.1(b)(A) below (together, the “Measurement Period Performance Objectives”) are satisfied with respect to the Measurement Period, with the three components of the Measurement Period Performance Objectives equally weighted at one-third (⅓) each. Thereafter, the performance modifier described in Section 2.1(b)(B) below will be applied to that number of PSUs that would otherwise have vested based on the results of the Measurement Period Performance Objectives for the Measurement Period (the performance objectives described in Sections 2.1(b)(A) and 2.1(b)(B) below, the “Performance Objectives”). The resulting number of PSUs will thereafter become vested and free of restrictions in accordance with Sections 2.1(c) and 2.1(d) below.
(b)Performance Objectives.
(A)The Administrator has established Measurement Period Performance Objectives for the PSUs to be Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth, in each case during the Measurement Period and as defined below. The numerical goals for Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth will be provided to the Participant in a separate written communication from the Company, as may be amended from time to time by the Administrator in its sole discretion (the “Metrics Summary”).
(B)In addition to the Measurement Period Performance Objectives set forth above, for the Measurement Period, the performance modifier shall be the total shareholder return (“TSR”) of the Company compared to the companies that are included in the Standard & Poor’s 500 Index (the “S&P 500 Index”) at the beginning of the TSR Rank Measurement Period (as defined below) (the “Three-Year TSR Modifier”). The numerical goals for the Three-Year TSR Modifier will be provided to the Participant in the Metrics Summary.
(C)Definitions.
(i)“Adjusted EPS” means Adjusted Net Income divided by diluted weighted average shares for the Measurement Period. Adjusted Net Income is calculated in the manner that the Administrator determines to be appropriate to exclude certain items for the period that the Company does not consider indicative of its ongoing performance and certain unusual items impacting results in a particular period, as set out in the Company’s quarterly earnings presentation material. For purposes of the PSUs, Adjusted EPS are as described further on Exhibit B attached hereto. Adjusted EPS will measure Adjusted EPS for the Measurement Period. Adjusted EPS numerical goals for the Measurement Period may be adjusted by the Administrator, in its discretion, to reflect the impact of acquisitions or divestitures by the Company during the Measurement Period.
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(ii)“Adjusted EBITDA” means EBITDA, as adjusted by the Administrator to remove one-time, irregular, non-recurring or other items identified by the Administrator. Adjusted EBITDA is calculated in the manner that the Administrator determines to be appropriate to exclude certain items for the period that the Company does not consider indicative of its ongoing performance and certain unusual items impacting results in a particular period, as set out in the Company’s quarterly earnings presentation material. For purposes of the PSUs, Adjusted EBITDA performance targets are as described further on Exhibit B attached hereto. Adjusted EBITDA will measure Adjusted EBITDA for the Measurement Period. Adjusted EBITDA numerical goals for the Measurement Period may be adjusted by the Administrator, in its discretion, to reflect the impact of acquisitions or divestitures by the Company during the Measurement Period.
(iii)“Recurring Organic Revenue Growth” means the combined subscription and re-occurring organic revenue growth as calculated and reported in the Company’s Annual Report on Form 10-K for each applicable year during the Measurement Period. For purposes of the PSUs, Recurring Organic Revenue Growth performance targets are as described in Exhibit B attached hereto. Recurring Organic Revenue Growth performance will be calculated for the Measurement Period by averaging the annual Recurring Organic Revenue Growth for each year in the Measurement Period. Recurring Organic Revenue Growth numerical goals for the Measurement Period may be adjusted by the Administrator, in its discretion, to reflect the impact of acquisitions or divestitures by the Company during the Measurement Period.
(iv)“TSR Rank” for the Measurement Period means the aggregate TSR of Shares over the period beginning on January 1, 2025 and ending on December 31, 2027 (the “TSR Rank Measurement Period”), compared to the TSR over the same period for companies that are included in the Standard & Poor’s 500 Index (the “S&P 500 Index”) at the beginning of the TSR Rank Measurement Period. For purposes of the determination of TSR Rank hereunder, whether companies in the S&P 500 Index that undergo corporate transactions or otherwise experience significant corporate changes during the TSR Rank Measurement Period remain in the S&P 500 Index will be determined as follows:
•S&P Company 1 merges with or acquires S&P Company 2, where S&P Company 1 is surviving entity = S&P Company 1 stays, S&P Company 2 is removed
•S&P Company merges with or acquires another S&P Company, where entirely new company is established = Administrator’s discretion
•S&P Company merges with or acquires a Non-S&P Company, where S&P Company is surviving entity = S&P Company stays
•S&P Company merges with or acquires a Non-S&P Company, where S&P Company is not surviving entity = S&P Company is removed
•S&P Company declares bankruptcy = S&P Company stays with TSR of -100%
•S&P Company spins out a portion of business, but Parent Company remains the same S&P Company = S&P Company stays with Reinvested Dividend
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•S&P Company spins out a portion of business, and spun-out entity replaces S&P Company = Surviving S&P Company stays
•S&P Company’s Ticker Changes = S&P Company stays
TSR will be calculated using a beginning price equal to the average price of Shares and the S&P 500 Index over the period of twenty (20) trading days immediately prior to January 1, 2025 and an ending price equal to the average price over the period of twenty (20) trading days immediately prior to December 31, 2027, and accounting for reinvestment of any dividends over this period. For purposes of this provision, TSR will be calculated using the average of the closing prices for the applicable periods.
(v)“Target Number of Units Granted” means the number of PSUs granted at “Target” performance level as stated in the Grant Notice. The Target Number of Units Granted represents Shares that will be earned should the Achievement Level Percent be met at a “Target” performance level and the Company’s TSR Rank achieves at the 50th percentile and the Participant remains employed through the Determination Date, except as otherwise provided in Section 2.1(e) below.
(c)Performance-Based Vesting. Subject to Sections 2.1(d) and 2.1(e) below, the PSUs that will vest and become free of restrictions following the conclusion of the Measurement Period will be calculated as set forth on Exhibit B attached hereto. The calculation provided on Exhibit B may allow for the partial or full vesting of the PSUs based upon the level of achievement of the Performance Objectives.
(d)Administrator Determination. Subject to Section 2.1(e) below, the PSUs will vest and become free of restrictions on the date the Administrator determines in writing that the Performance Objectives were, in fact, satisfied, which determination will be made on such date specified by the Administrator, but in no event more than ninety (90) days after the last day of the Measurement Period (such date, the “Determination Date”).
(e)Termination of Service. Subject to Section 2.1(f), in the event of Participant’s Termination of Service prior to the Determination Date for any reason other than Participant’s death or Disability, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. In the event of Participant’s Termination of Service prior to the Determination Date due to death or Disability, all unvested PSUs shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service to the extent as if all Performance Objectives have been fully satisfied at “Target” performance level. Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company or any Subsidiary for Cause, the Administrator, in its discretion, may immediately and automatically cancel all vested PSUs for no consideration and, in such event, any Shares or any amounts or benefits arising from the PSUs held by the Participant shall be returned to the Company.
(f)Change in Control. If, within twelve (12) months following a Change in Control, the PSUs (or a substitute award) remain outstanding and the Participant incurs a Termination of Service without Cause (including, for the avoidance of doubt, due to death or Disability), all unvested PSUs (or a substitute award) shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service to the extent as if all Performance Objectives had been met at a performance level to be determined by the Administrator at the time of the Change in Control.
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Section 2.2.Settlement.
PSUs and Dividend Equivalents (including any Dividend Equivalent account balance) will be paid in Shares at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the Determination Date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of any additional taxes under Section 409A.
ARTICLE III
TAXATION AND TAX WITHHOLDING
TAXATION AND TAX WITHHOLDING
Section 3.1.Representation.
The Participant is hereby advised to consult with the Participant’s own tax advisors in respect of any tax consequences arising in connection with the PSUs and the Dividend Equivalents.
Section 3.2.Tax Withholding.
(a)The Company has the right to withhold any applicable federal, state and local tax that becomes due with respect to the PSUs and the Dividend Equivalents and take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes are withheld or collected from the Participant.
(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting, settlement or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.
ARTICLE IV
OTHER PROVISIONS
OTHER PROVISIONS
Section 4.1.Prohibited Activities.
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Participant acknowledges and agrees that the Company and its Subsidiaries are engaged in the highly competitive business of intellectual property services and consulting, as well as providing information solutions to assist professionals at every stage of research and development and ensure they maintain and extract maximum value from their intellectual assets. The Company’s and its Subsidiaries’ involvement in these businesses has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over long periods of time. As a result of these investments of money, skill and time, the Company and its Subsidiaries have developed and will continue to develop certain valuable Trade Secrets and Confidential Information (each as defined below) that are unique to the Company’s and its Subsidiaries’ businesses and the disclosure of which would cause the Company and its Subsidiaries great and irreparable harm. These investments also give the Company and its Subsidiaries a competitive advantage over companies that have not made comparable investments and that otherwise have not been as successful as the Company and its Subsidiaries in developing their businesses. Participant acknowledges and agrees that given Participant’s position and resultant responsibilities with the Company and its Subsidiaries and Participant’s access to Trade Secrets and Confidential Information, Participant has or will become intertwined with the goodwill the Company and its Subsidiaries have developed, cultivated and maintained within its highly competitive industry and with its customers and prospective customers and that Participant’s engaging in any business that is directly competitive with the Company and its Subsidiaries would cause it great and irreparable harm. Accordingly and in consideration of and as a condition to the grant of the PSUs, Participant agrees to the following covenants set forth in this Section 4.1. Subject to Section 4.2, the Participant’s breach of any of the covenants contained in this Section 4.1 or any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions or other intellectual property agreement to which the Participant may be a party with the Company or any Subsidiary, in addition to whatever other equitable relief or monetary damages to which the Company or any Subsidiary may be entitled, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) and any amounts or benefits arising from this Award held by the Participant.
(a)Nondisclosure of Proprietary Information.
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(A)Except in connection with the faithful performance of Participant’s duties as a Service Provider or pursuant to Section 4.1(a)(C), Section 4.1(a)(D) or Section 4.2, Participant shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Participant’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company or any Subsidiary) any Confidential Information or Trade Secrets, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information or Trade Secrets. For purposes of this Agreement, “Confidential Information” shall mean information that the Company or its Subsidiaries have obtained in connection with its present or planned business, including information Participant developed in the performance of Participant’s service as a Service Provider, the disclosure of which could result in a competitive or other disadvantage to the Company or its Subsidiaries. “Confidential Information” includes some of the Company’s and its Subsidiaries’ most valuable assets, such as: innovations, inventions and ideas, including patentable or copyrightable subject matter; pricing policies; business plans and outlooks; brand formulations; nonpublic financial results; new product developments or plans; customer lists; author or consultant contracts; subscription lists; software or computer programs; merger, acquisition or divestiture plans; personnel acquisition plans or major management changes; and Trade Secrets (as defined below). Confidential Information includes all information received by the Company or its Subsidiaries under an obligation of confidentiality to another person or entity. The Participant and the Company and its Subsidiaries hereby stipulate and agree that, as between them, any item of Confidential Information or Trade Secrets is important, material and confidential and affects the successful conduct of the businesses of the Company and its Subsidiaries (and any successor or assignee of the Company and its Subsidiaries). Notwithstanding the foregoing, Confidential Information shall not include any information that (i) has been published or is in the future published in a form generally available to the public, (ii) is or becomes publicly available or (iii) has become or becomes public knowledge prior to the date Participant proposes to disclose or use such information; provided that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Participant directly or indirectly breaching Participant’s obligations under this Section 4.1(a) or any other similar provision by which Participant is bound. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. For purposes of this Agreement, “Trade Secrets” shall mean all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing by the Company or its Subsidiaries. The Company confirms, and Participant understands, that the Company or a Subsidiary is the owner of its Trade Secrets, that the Company or its Subsidiary has taken reasonable steps, under the circumstances, to protect and maintain the secrecy of its Trade Secrets, and that the Company or its Subsidiary derives economic value, both tangible and intangible, from its Trade Secrets.
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(B)Upon the Participant’s Termination of Service for any reason, Participant will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s or any Subsidiary’s customers, business plans, marketing strategies, products, property or processes.
(C)Participant may respond to a lawful and valid subpoena or other legal process but shall (i) give the Company the earliest possible notice thereof, (ii) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (iii) assist such counsel at the Company’s expense in resisting or otherwise responding to such process, in each case, to the extent permitted by Applicable Laws or rules.
(D)Nothing in this Agreement shall prohibit Participant from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 4.1(a)(C) above), (ii) disclosing information and documents to Participant’s attorney or financial or tax advisor for the purpose of securing legal, financial or tax advice, (iii) disclosing Participant’s post-service restrictions in this Agreement in confidence to any potential new service recipient, or (iv) retaining, at any time, Participant’s personal correspondence, Participant’s personal contacts and documents related to Participant’s own personal benefits, entitlements and obligations.
(b)Inventions.
All rights to discoveries, inventions, improvements, innovations, ideas, designs, copyrightable materials, trademarks, and other technology and rights (including all data and records pertaining thereto) related to the business of the Company or any Subsidiary, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Participant may discover, invent or originate either alone or with others and whether or not during working hours or by the use of the facilities of the Company or any Subsidiary during the period in which Participant is a Service Provider (the “Term”), and if based on Confidential Information, after the Term (“Inventions”), shall be the exclusive property of the Company and, to the maximum extent permitted by Applicable Laws, shall be deemed “works made for hire” as the term is used in the United States Copyright Act or other Applicable Laws. To the extent that any Invention is not deemed a “work made for hire” or Participant otherwise retains any right, title or interest with respect to any Invention, Participant hereby irrevocably assigns and otherwise transfers to the Company the entire worldwide right, title, and interest in and to such Inventions. Participant shall promptly disclose all such Inventions to the Company and shall execute at the Company’s request any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein. Upon reasonable request, Participant shall assist the Company, at the Company’s expense (but without further or additional compensation), in obtaining, defending and enforcing the Company’s rights in the Inventions. Participant hereby appoints the Company as Participant’s attorney-in-fact to execute on Participant’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.
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(c)Non-Competition and Non-Solicitation.
Participant acknowledges and agrees that Participant will be subject to the covenants as set forth in the non-competition and non-solicitation agreement or other arrangement entered into by and between Participant and the Company or its Subsidiary (the “Non-Competition and Non-Solicitation Agreement”), which is incorporated herein by reference. Notwithstanding the foregoing, if Participant is a resident of any jurisdiction where the covenants contained in the Non-Competition and Non-Solicitation Agreement are not enforceable against Participant or are void as a matter of law, in each case, under Applicable Laws of such jurisdiction, Participant shall not be subject to such covenants contained in the Non-Competition and Non-Solicitation Agreement.
(d)Non-Disparagement.
Subject to Section 4.2, the Participant agrees, during the Term and following the Participant’s Termination of Service, to refrain from Disparaging (as defined below) the Company and its Subsidiaries, including, without limitation, any of the Company’s services, technologies or practices, or any of their directors, officers, agents, representatives or stockholders, either orally or in writing. Nothing in this paragraph shall preclude Participant from making truthful statements that are reasonably necessary to comply with Applicable Laws, regulation or legal process, or to defend or enforce Participant’s rights under this Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged.
Section 4.2.Whistleblower Protection; Defend Trade Secrets Act.
(a)Nothing in this Agreement or otherwise limits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any Applicable Laws or privilege to the Securities and Exchange Commission (the “SEC”), any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities, and nothing in this Agreement requires the Participant to waive any monetary award or other payment that the Participant might become entitled to from the SEC or any other Government Agency or self-regulatory organization.
(b)Further, nothing in this Agreement precludes the Participant 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.
(c)Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that the Participant shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law as contemplated by the preceding sentence, the Participant may disclose the relevant trade secret to his attorney and may use such trade secret in the ensuing court proceeding, if the Participant (X) files any document containing such trade secret under seal and (Y) does not disclose such trade secret, except pursuant to court order.
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Section 4.3.Data Protection.
Participant acknowledges and agrees that the Company and any other third-party administrator designated by the Company to maintain the Plan through an electronic system may process sensitive and personal data of Participant in connection with the administration and maintenance of the Plan, including: Participant’s name, address, telephone number, e-mail address, tax identification number, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, language skills, driver’s license information, birth certificate or employee identification information. The lawful persons for whom the Participant’s personal data are intended and with whom such personal data may be shared are the Company, the third-party administrator designated by the Company to maintain the Plan through an electronic system (as selected by the Company from time to time), legal counsel to the Company (as selected by the Company from time to time), the Company’s accountants (as selected by the Company from time to time) and any other person that the Company may find in its administration or maintenance of the Plan to be appropriate. For additional information regarding how the Company may collect, use and process Participant’s personal data and the manner in which the Company does so, Participant shall refer to Clarivate Analytics Employee Privacy Notice.
Section 4.4.Third Party Administrator; Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to the PSUs to Participant by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant consents to receive any such documents by electronic delivery and, if requested by the Company, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party administrator designated by the Company.
Section 4.5.Adjustments and Clawback.
(a)Participant acknowledges that the PSUs, the Shares subject to the PSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
(b)Participant acknowledges that the Company shall have full authority to implement any policies and procedures necessary to comply with any reduction, cancellation, forfeiture or recoupment requirement imposed under any Applicable Laws, rules, regulations or stock exchange listing standard or under any associated Company recoupment policy, including Section 954 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act, Section 303A.14 of the NYSE Listed Company Manual and any rules promulgated thereunder and any other regulatory regimes. By participating in the Plan, each Participant acknowledges that, the PSUs (including any amounts or benefits arising from such PSUs) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time (including the Clarivate Plc Executive Compensation Recoupment Policy, the Clarivate Plc Detrimental Conduct Clawback Policy and any other such policy adopted to comply with Rule 10D-1 of the Exchange Act and any related listing rules or regulations, including Section 303A.14 of the NYSE Listed Company Manual), and the Company may, to the extent permitted, and shall, to the extent required, by Applicable Laws, stock exchange rules or Company policy or arrangement, cancel or require forfeiture or reimbursement of the PSUs or any Shares issued or cash received upon vesting, exercise or settlement of the PSUs or sale of Shares underlying the PSUs.
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Section 4.6.Notices.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.6, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.
Section 4.7.Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
Section 4.8.Conformity to Securities Laws.
Participant acknowledges that the Plan, the Grant Notice, the Appendix and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.
Section 4.9.Successors and Assigns.
The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
Section 4.10.Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, the Appendix, this Agreement, the PSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.
Section 4.11.Entire Agreement.
The Plan, the Grant Notice, the Appendix and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, except for the Non-Competition and Non-Solicitation Agreement.
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Section 4.12.Agreement Severable.
If any provision of the Grant Notice, the Appendix or this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that the Grant Notice, the Appendix and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of the Grant Notice, the Appendix or this Agreement shall not affect the legality, enforceability or validity of any other provision of the Grant Notice, the Appendix or this Agreement.
Section 4.13.Limitation on Participant’s Rights.
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.
Section 4.14.Not a Contract of Employment.
Nothing in the Plan, the Grant Notice, the Appendix or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
Section 4.15.Not Salary, Pensionable Earnings or Base Pay.
The Participant acknowledges that the PSUs shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or (c) any calculation of base pay or regular pay for any purpose.
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Section 4.16.Section 409A.
The Plan, the Grant Notice, the Appendix and this Agreement and the PSUs granted hereunder are intended to comply with the requirements of, or be exempt from, Section 409A of the Code. The provisions of this Agreement shall be interpreted in a manner that satisfies such requirements, and this Agreement shall be operated accordingly. To the extent that any provision of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. This Agreement may be amended without the consent of the Participant in any respect deemed by the Board to be necessary in order to preserve compliance with Section 409A of the Code. No provision of this Agreement shall be interpreted to transfer any liability for a failure to comply with Section 409A from the Participant or any other Person to the Company, and in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant pursuant to Section 409A of the Code.
Section 4.17.No Right to Future Awards.
Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.
Section 4.18.Governing Law.
All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.
Section 4.19.Counterparts.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
* * * * *
EXHIBIT B
TO PERFORMANCE SHARE UNIT GRANT NOTICE
CALCULATION OF PSUS THAT WILL VEST
CALCULATION OF PSUS THAT WILL VEST
Subject to the provisions of the Grant Notice and the Agreement, the number of PSUs covered by this Agreement that will vest following the conclusion of the Measurement Period (the “Final Adjusted Units”) will be determined by a three-step calculation:
1. Calculate the Measurement Period Performance Objectives for the Measurement Period: The performance payout range for the Measurement Period Performance
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Objectives is 0% to 200% of the Target Number of Units Granted, with Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth each equally weighted at one-third (⅓) each. If, for the Measurement Period, Adjusted EPS, Adjusted EBITDA and/or Recurring Organic Revenue Growth, as applicable, is between “Threshold” and “Target” or “Target” and “Maximum” performance (as set forth in the Metrics Summary), the payout percent with respect to Adjusted EPS, Adjusted EBITDA and/or Recurring Organic Revenue Growth, as applicable, for the Measurement Period will be determined using straight-line interpolation between performance ranges between “Threshold” and “Target”, or between “Target” and “Maximum,” as applicable, based on the actual achievement of Adjusted EPS, Adjusted EBITDA and Recurring Organic Revenue Growth, as applicable, for the Measurement Period. The payout percentage determined pursuant to this Step 1 shall be the “Achievement Level Percent”.
2. Calculate the Units Earned: The “Units Earned” will be determined by multiplying the Target Number of Units Granted by the Achievement Level Percent as follows:
Target Number of Units Granted X Achievement Level Percent
=
Units Earned
3. Apply the Three-Year TSR Modifier: The number of Final Adjusted Units will be determined by multiplying the Units Earned by the Three-Year TSR Modifier (as set forth in the Metrics Summary) as follows:
Units Earned X Three-Year TSR Modifier
=
Final Adjusted Units
=
Final Adjusted Units
If the Company’s Three-Year TSR Percentile Rank (as set forth in the Metrics Summary) is between the 25th and 50th percentiles or 50th and 75th percentiles, the Three-Year TSR Modifier will be determined using straight-line interpolation based on the Company’s actual Three-Year TSR Percentile Rank. If the aggregate TSR of the Shares over the TSR Rank Measurement Period is negative, then the Three-Year TSR Modifier cannot exceed 1.0x.
For avoidance of doubt, the Target Number of Units Granted as set forth on the Grant Notice reflects a total number in the event the Achievement Level Percent is satisfied at “Target” performance level and the Company’s Three-Year TSR Percentile Rank is at the 50th Percentile.
The payout opportunity for the PSUs, combined in Steps 1 to 3, is 0% to 200% of Target. Notwithstanding the above and the numerical goals set forth in the Metrics Summary, the maximum payout opportunity for the PSUs (maximum number of Final Adjusted Units) cannot exceed 200% of Target.
The Measurement Period Performance Objectives (including the Target) and associated payouts may be adjusted by the Administrator in its discretion due to (a) unforeseen changes to the macroeconomic business environment, (b) unanticipated regulatory change, (c) changes in US GAAP or the application thereof that would materially affect the Measurement Period Performance Objectives or (d) the impact of acquisitions or divestitures by the Company.
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Exhibit 31
CERTIFICATION
I, Matitiahu Shem Tov, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Clarivate Plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2025 | /s/ Matitiahu Shem Tov | ||||
Matitiahu Shem Tov | |||||
Chief Executive Officer and Director | |||||
CERTIFICATION
I, Jonathan M. Collins, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Clarivate Plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 30, 2025 | /s/ Jonathan M. Collins | ||||
| Jonathan M. Collins | |||||
| Executive Vice President and Chief Financial Officer | |||||
Exhibit 32
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matitiahu Shem Tov, Chief Executive Officer and Director of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 30, 2025 | /s/ Matitiahu Shem Tov | ||||
Matitiahu Shem Tov | |||||
Chief Executive Officer and Director | |||||
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan M. Collins, Executive Vice President and Chief Financial Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 30, 2025 | /s/ Jonathan M. Collins | ||||
| Jonathan M. Collins | |||||
| Executive Vice President and Chief Financial Officer | |||||