Exhibit 10.10 IHS Inc. 2004 Directors Stock Plan

Exhibit 10.10

IHS Inc.

2004 Directors Stock Plan

1. Purpose of this Plan.

        This IHS Inc. 2004 Directors Stock Plan (as from time to time amended, this "Plan") is a sub-plan under the IHS Inc. 2004 Long-Term Incentive Plan (as from time to time amended, the "2004 LTIP"). Awards under this Plan shall be granted in accordance with the 2004 LTIP, including Section 13 thereof, and shall constitute Nonemployee Director Awards. Unless defined in this Plan, capitalized terms shall have the same meanings ascribed to them in the 2004 Plan.

2. Effective Date; Eligibility.

        (a)   This Plan is effective as of December 1, 2004 (the "Plan Effective Date").

        (b)   Only Nonemployee Directors shall be eligible to participate in this Plan.

3. Awards.

        (a)   On December 29, 2004:

        (i)    Each Nonemployee Director who was elected to the Board on or before November 18, 2004 shall receive eight thousand (8,000) Shares of Restricted Stock.

        (ii)   Each Nonemployee Director who was elected to the Board on or after November 22, 2004 but prior to November 30, 2004 shall receive five thousand (5,000) Shares of Restricted Stock.

        (iii)  Each Nonemployee Director who was a Nonemployee Director as of December 1, 2004 shall receive four thousand five hundred (4,500) Shares of Restricted Stock, in addition to the Shares of Restricted Stock that he may have received under Sections 3(a)(i) or 3(a)(ii).

        (b)   On each December 1, commencing with December 1, 2005:

        (i)    Each Nonemployee Director who was not on the preceding December 1 a Director shall receive a one-time Award consisting of RSUs whose underlying Shares shall have, on the date of grant, a FMV (as defined below) equal to $80,000; provided that he was duly elected to be a Director at the annual meeting of stockholders of the Company immediately preceding such December 1 (or pursuant to a written consent of the stockholders of the Company in lieu thereof).

        (ii)   Each Nonemployee Director shall receive (A) an Award consisting of RSUs whose underlying Shares shall have, on the date of grant, a FMV equal to $50,000 and (B) an annual retainer Award consisting of an amount in cash equal to $40,000, which Cash-Based Award may be converted into deferred stock units ("DSUs") in accordance with Section 4(c) or deferred in accordance with Section 4(d); provided that he was duly elected to continue as a Director at the annual meeting of stockholders of the Company immediately preceding such December 1 (or pursuant to a written consent of the stockholders of the Company in lieu thereof).

        (iii)  For purposes of this Plan, "FMV" means, in accordance with Section 2.19 of the Plan, the fair market value of a Share, as determined in good faith by the Committee. In determining FMV, the Committee may consider such valuation methodologies and factors as it deems appropriate, which may include one or more of the methodologies and/or factors listed in Exhibit A attached hereto, and, if desired by the Committee, may take into consideration the advice of third-party advisors.

        (c)   Any Nonemployee Director who is elected to fill a vacancy or a newly created directorship in the interim shall receive, effective as of the date of such election, a prorated Award under Sections 3(a)(iii) or 3(b)(ii), as applicable, based upon the number of full months he shall serve as a Director between the month in which he is elected and the next December 1.

        (d)   All Shares of Restricted Stock, RSUs, DSUs and Cash-Based Awards under this Plan are subject to the terms and conditions set forth in Section 4.

        (e)   Each Restricted Stock or RSU grant under this Plan shall be evidenced by an Award Document. An acceptable form of an Award Document for a Restricted Stock grant is attached hereto as Exhibit B, and an acceptable form of an Award Document for a RSU grant is attached hereto as Exhibit C.

4. Terms and Conditions of Awards.

        (a)    Restricted Stock.    

        (i)    Shares of Restricted Stock granted under Section 3(a) shall be unvested and forfeitable until ten (10) days after the earlier of (x) the Participant attains age fifty-five (55) and completes at least five (5) years service as a Director or (y) the Participant resigns from the Board or ceases to be a Director, in either case, by reason of the antitrust laws, compliance with the Company's conflict of interest policies, death or Disability, at which time (the "Restricted Stock Vesting Date") such Shares shall be considered vested and non-forfeitable. If a Participant terminates his service as a Director without satisfying the conditions contained in clause (x) above and other than in connection with an event described in clause (y) above, then (A) his Restricted Stock shall be forfeited without any payment therefor and (B) for purposes of Section 4.2 of the 2004 LTIP, the Shares of Restricted Stock shall again be available for issuance under the 2004 LTIP.

For purposes of this Plan, "Disability", with respect to a Nonemployee Director, shall mean a mental or physical illness that renders him totally disabled for six (6) consecutive months.

        (ii)   Shares of Restricted Stock shall carry full voting and dividend rights; provided, however, that any cash dividends with respect to any such Shares of Restricted Stock shall be reinvested in Shares ("Dividend Shares") and any such Dividend Shares and any stock dividends with respect to any Shares of Restricted Stock shall be subject to the same restrictions as the underlying Shares of Restricted Stock.

        (iii)  Shares of Restricted Stock shall not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by a Participant until the Restricted Stock Vesting Date; provided, however, that they shall be transferable (A) by will or by the laws of descent and distribution; or (B) to (1) a member of such Participant's immediate family (as defined in Rule 16a-1(e) under the Exchange Act); (2) a trust in which one or more permitted transferees described in clause (1) in the aggregate have more then fifty percent (50%) of the beneficial interest; (3) a foundation in which one or more of the permitted transferees described in clause (1) and such Participant in the aggregate control the management of the assets and (4) any other entity in which one or more permitted transferees described in clause (1) and such Participant in the aggregate own more then fifty percent (50%) of the voting interests; provided that any permitted transferees described in any of the foregoing four clauses shall be subject to the same terms and conditions of this Award to which such Participant is subject (e.g., restrictions on transfer, forfeiture, "put", "call" and "drag-along" rights, etc.).

        (iv)  Shares of Restricted Stock shall be held for a Participant by the Company (or its designee) and shall be evidenced by book-entry in the Company's books. The Participant in whose name such Shares are registered shall execute a stock power or other instrument of assignment

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endorsed in blank which shall permit transfer to the Company of all or any portion of such Shares that shall be forfeited pursuant to Section 4(a)(i).

        (v)   By receiving an Award of Restricted Stock, the Participant shall, to the extent applicable, be deemed to (A) acknowledge that such Shares have not been registered under the Securities Act or any other applicable securities or "blue sky" laws; (B) represent and warrant that such Participant has acquired such Shares without a view to the offer, offer for sale, or sale in connection with, the distribution of such Shares, and that such Participant shall hold such Shares indefinitely unless subsequently registered under the Securities Act or such other applicable securities or "blue sky" laws, or unless exemption from such registration is available; (C) acknowledge that the Company does not currently file, and does not in the foreseeable future contemplate filing, periodic reports in accordance with the provisions of Section 13 or 15(d) of the Exchange Act; and (D) understand that the Company has not agreed to register any of its securities for distribution in accordance with the provisions of the Securities Act or to take any actions respecting the obtaining of an exemption from registration for such securities or any transaction with respect thereto.

        (vi)  To the extent applicable, in addition to any other legend that may be required, any certificate for Shares of Restricted Stock issued to a Participant shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. IN ADDITION, THE SALE OR TRANSFER OF THIS SECURITY REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE IHS INC. 2004 LONG-TERM INCENTIVE PLAN (THE "2004 LTIP"), THE IHS INC. 2004 DIRECTORS STOCK PLAN (THE "2004 DIRECTORS PLAN"), A SUB-PLAN OF THE 2004 LTIP AND THE RESTRICTED STOCK AWARD AWARDED UNDER THE 2004 LTIP AND THE 2004 DIRECTORS PLAN, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM IHS INC. OR ANY SUCCESSOR THERETO.

        (vii) As a condition to a Participant's receiving an Award of Restricted Stock, he shall be required to execute and deliver an irrevocable proxy in the form provided by the Company, appointing Urvanos Investments Limited to vote the Shares that he receives in connection with his Award and any other Shares that he owns as of the date of the proxy or may acquire until the Expiration Date (as defined in the proxy). The proxy shall automatically terminate on the Expiration Date.

        (b)    RSUs.    

        (i)    Each RSU granted under Section 3(b) shall represent a Participant's right to receive one Share, which right shall be unvested and forfeitable until the first anniversary of the date of grant (the "RSU Vesting Date"). If a Participant terminates his service as a Director prior to the RSU Vesting Date, then (1) his RSUs shall be forfeited without any payment therefor and (2) for purposes of Section 4.2 of the 2004 LTIP, the Shares underlying such RSUs shall again be available for issuance under the 2004 LTIP.

        (ii)   Following the RSU Vesting Date, the Shares underlying a Participant's RSUs shall be delivered to him on the tenth (10^th) day following his termination of service as a Director for any reason, including for death or Disability (the "RSU Delivery Date").

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        (iii)  RSUs shall carry no voting rights.

        (iv)  RSUs shall be credited with Dividend Equivalents, which shall have the same unvested or vested status as the underlying RSUs. Dividend Equivalents shall be paid out in the form of Shares (or such other cash, securities or other property that may be or become the consideration for such Shares in the event of an acquisition of the Company or its successor) at the same time that the Shares underlying the RSUs are delivered.

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