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. (a) All benefits hereunder payments made by the Company under this Agreement shall be subject to reduction for applicable reduced by any tax withholdings. If and to the extent any portion of any compensation or other benefit provided amounts required to you be withheld by the Company under applicable law. (b) For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in connection with your employment termination is determined effect from time to time. The parties intend that any amounts payable hereunder that could constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are shall be compliant with Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee as defined in employee” within the meaning of Section 409A(a)(2)(B)(i) and the Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), as determined by no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Company in accordance with its procedures, by which determination you hereby agree Executive prior to the date that you are bound, such portion of the compensation or other benefit shall not be paid or provided before the earlier of is six (i6) the expiration of the six month period measured from months after the date of your the Executive’s “separation from service” (as determined under defined in Section 409A) or (ii) or, if earlier, the tenth day following the Executive’s date of your death following death. Following any applicable six (6) month delay, all such separation from service (or such later delayed payments shall be paid in a single lump sum on the earliest date as is required for administrative practicability and permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate and distinct payment and the right to a series of installment payments shall be deemed to be a right to a series of separate and distinct payments. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) (shall be interpreted and applied in a manner that is consistent with the “New Acceleration Date”)requirements of Section 409A. To the extent that any reimbursements pursuant to Section 4(d) are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable consistent with Company practice following the Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The acceleration of equity that otherwise would have been provided reimbursements pursuant to you during the period between the date of separation from service Section 4(d) and any in-kind benefits are not subject to liquidation or exchange for another benefit and the New Acceleration Date amount of such benefits, reimbursements and in-kind benefits that the Executive receives (or is eligible to receive) in one taxable year shall be provided to you not affect the amount of such benefits, reimbursements or in-kind benefits that the Executive receives 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 sectiontaxable year.

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 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. 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.

Withholding; Section 409A. All benefits payments hereunder shall will be subject to reduction for any required withholding of federal, state and local taxes pursuant to any applicable tax withholdings. If and to the extent any portion of any compensation law 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 Dateregulation. This Agreement is intended to comply with meet the provisions requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shallshall be administered, construed and interpreted in accordance with such intent. To the extent that an award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, except as the Board and Executive otherwise determine in writing, the award shall be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, including regulations or other guidance issued with respect thereto, such that the grant, payment, settlement or deferral shall not be subject to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement will have the meanings given such terms additional tax applicable under Section 409A of the Code. Accordingly, for purposes of a distribution under the Agreement shall be determined a termination of employment hereunder must meet the requirements of a “separation from service” as defined for purposes of Section 409A of the Code. Notwithstanding any provision of this Agreement, if the Board (or its delegate) determines in its sole discretion that as of the date of the Executive’s termination the Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code, and to Department of Treasury regulations and other interpretive guidance issued thereunder) as of the extent required date of the Executive’s termination and that any payment due hereunder during the six-month period that commences on and follows Executive’s Date of Termination must be delayed to comply with Section 409A. 409A of the Code, then such payment(s) shall be paid in one lump sum amount on the first business day following the six-month anniversary of the date of the Executive’s Date of Termination. To the extent any payments due hereunder are so delayed In any eventConnection with a Change of Control, 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 sectionsuch amounts shall be deposited in a rabbi trust as selected by Executive.

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. Executive acknowledges that the structure and history of this Agreement make it likely under current law that payments of severance under Sections 4(b)(ii) and 5(a)(ii) above will be delayed by six months. 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 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 (6) month period measured from the date of your Executive’s “separation from service” (as determined under Section 409A) or (ii) the tenth (10th) 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. Executive acknowledges that the structure of this Agreement makes it likely under current law that payments of severance under Sections 4(b)(ii), 5(a)(ii), and 5(b) above will be delayed by six (6) months. 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 benefits 28.1 The Company will have the right to withhold from any amount payable hereunder shall be subject any Federal, state, provincial, territorial and local taxes in order for the Company to reduction for satisfy any withholding tax obligation it may have under any applicable tax withholdings. If and to law or regulation. 28.2 The parties intend that any amounts payable under this Agreement comply with, or are exempt from, 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 provisions of Section 409A of the Code, along with the rules, regulations and you are guidance promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”) and this Agreement shall be interpreted and administered in a manner consistent with that intention. Notwithstanding anything herein to the contrary: (i) if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee employee” as defined in Section 409A(a)(2)(B)(i409A and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A); and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, as such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner determined by the Company in accordance consultation with its proceduresthe Executive that does not cause such an accelerated or additional tax. With respect to any amount of expenses eligible for reimbursement or the provision of any in-kind benefits under this Agreement, by which determination you hereby agree that you are boundto the extent such payment or benefit would be considered deferred compensation under Section 409A or is required to be included in Executive’s gross income for federal income tax purposes, such portion expenses (including, without limitation, expenses associated with in-kind benefits) will be reimbursed by the Company no later than December 31st of the compensation year following the year in which Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other benefit shall taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. A termination of employment will not be paid deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or provided before the earlier benefits subject to Section 409A upon or following a termination of (i) the expiration of the six month period measured from the date of your employment unless such termination is also a “separation from service” (as determined under within the meaning of Section 409A) or (ii) ), and notwithstanding anything contained herein to the tenth day following contrary, the date of your death following on which such separation from service (or such later date takes place will be the termination date. Any payments under this Agreement that may be excluded from Section 409A of the Code either 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 separation pay due to you during the period between the date of an involuntary separation from service and or as a short-term deferral will be excluded from Section 409A of the New Acceleration Date shall be provided Code to you in the first payroll period beginning after such New Acceleration Datemaximum extent possible. This Agreement is intended to comply with the provisions For purposes of Section 409A and this Agreement shallof the Code, to the extent practicable, be construed in accordance therewith. Terms defined in each installment payment provided under 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 sectionbe treated as a separate payment.