Common use of Withholding; Section 409A Clause in Contracts

Withholding; Section 409A. All benefits hereunder shall be subject to reduction for applicable tax withholdings. If and to the extent any portion of any compensation or other benefit provided to you in connection with your employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the compensation or other benefit shall not be paid or provided before the earlier of (i) the expiration of the six month period measured from the date of your “separation from service” (as determined under Section 409A) or (ii) the tenth day following the date of your death following such separation from service (or such later date as is required for administrative practicability and permitted under Section 409A) (the “New Acceleration Date”). The acceleration of equity that otherwise would have been provided to you during the period between the date of separation from service and the New Acceleration Date shall be provided to you in the first payroll period beginning after such New Acceleration Date. This Agreement is intended to comply with the provisions of Section 409A and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person if any provisions of acceleration of equity under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Withholding; Section 409A. All payments and benefits hereunder shall be subject to reduction for applicable tax withholdings. If and to the extent any portion of any payment, compensation or other benefit provided to you Executive in connection with your his or her employment termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and you are Executive is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you Executive hereby agree agrees that you are he or she is bound, such portion of the payment, compensation or other benefit shall not be paid or provided before the earlier of (i) the expiration of the six month period measured from the date of your Executive’s “separation from service” (as determined under Section 409A) or (ii) the tenth day following the date of your Executive’s death following such separation from service (or such later date as is required for administrative practicability and permitted under Section 409A) (the “New Acceleration Payment Date”). The acceleration aggregate of equity any payments that otherwise would have been provided paid to you Executive during the period between the date of separation from service and the New Acceleration Payment Date shall be provided paid to you Executive in a lump sum in the first payroll period beginning after such New Acceleration Payment Date, and any remaining payments will be paid on their original schedule. This Agreement is intended to comply with the provisions of Section 409A and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you Executive or any other person if any provisions of acceleration of equity or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section.

Withholding; Section 409A. All Clarivate may deduct and withhold from any amounts payable under this letter such federal, state, local, or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation, as applicable. It is the intent of the parties that the provisions of this letter either comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or that one or more elements of compensation or benefits hereunder shall be subject exempt from Section 409A. Accordingly, the parties intend that this letter be interpreted and operated in a manner consistent with such requirements in order to reduction for applicable tax withholdings. If and avoid the application of penalty taxes under Section 409A to the extent reasonably practicable. To the extent that any portion of any compensation or other provision hereof is Xxxxxxx Xxxxxx – page 3 modified in order to comply with Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit provided to you in connection and Clarivate of the applicable provision without violating the provisions of Section 409A. For purposes of Section 409A, your right to receive any installment payments pursuant to this letter will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this letter specifies a payment period with your employment termination is determined reference to constitute a number of days, the actual date of payment within the specified period will be within the sole discretion of Clarivate or one of its subsidiaries. Clarivate cannot make any guarantees with respect to compliance with such requirements, and neither Clarivate nor any affiliate will have any obligation to indemnify you or otherwise hold you harmless from any or all of such taxes or penalties. To the extent you are a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound, such portion of the compensation or other benefit shall not be paid or provided before the earlier of (i) the expiration of the six month period measured from the date of the termination of your “employment, no amounts payable under this letter that constitute deferred compensation within the meaning of Section 409A which is payable on account of your separation from service” service will be paid to you before the date which the first day of the seventh month after such date of termination of employment (as determined under Section 409Athe “Delayed Payment Date”) or (ii) the tenth day following or, if earlier, the date of your death following such separation from service service. All such amounts that would, but for the preceding sentence become payable prior to the Delayed Payment Date, will be accumulated and paid on the Delayed Payment Date. Successors and Assigns: This letter will be binding upon and inure to the benefit of Clarivate and any successor to Clarivate, including, any persons acquiring directly or indirectly all or substantially all of the business or assets of Clarivate whether by purchase, merger, consolidation, amalgamation, reorganization or otherwise (or and such later date as is required successor will thereafter be deemed “Clarivate” for administrative practicability and permitted under Section 409A) (the “New Acceleration Date”purposes of this letter). The acceleration This letter will inure to the benefit of equity that and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but otherwise would have been will not otherwise be assignable, transferable or delegable by you. Except as expressly provided to you during the period between the date of separation from service and the New Acceleration Date shall be provided to you in the first payroll period beginning after such New Acceleration Date. This Agreement is intended to comply with immediately preceding sentence, you will not, without the provisions prior written consent of Section 409A and Clarivate, assign, transfer or delegate this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. In any event, the Company makes no representations or warranty and will have no liability to you letter or any other person if any provisions of acceleration of equity under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that sectionyour rights or obligations hereunder.