QuickLinks
-- Click here to rapidly navigate through this
document
Exhibit
10.8
TERMINATION AGREEMENT
AND GENERAL RELEASE AND WAIVER OF CLAIMS
The parties to
this Termination Agreement and General Release and Waiver of Claims
("Agreement") are Randolph Weil ("Employee") and Information
Handling Services Group Inc. ("IHS").
- 1)
- Employee's employment will terminate effective
November 5, 2004 (the "Termination Date"). Employee has
determined that it is to his advantage to accept the consideration
offered for entering into this Agreement, to waive and release any
and all claims as described in paragraph 6, to agree not to
initiate legal action to enforce such claims, and by doing so to
avoid the cost in time and economic and emotional resources which
is a necessary part of pursuing such claims in the courts or in any
other forum.
- 2)
- The entry into this Agreement by the parties is
not and shall not be construed to be an admission of any act,
practice or policy by Employee or IHS in violation of any statute,
common law duty, constitution, or administrative rule or
regulation. Further, this Agreement shall not constitute evidence
of any such proscribed or wrongful act, practice or policy.
- 3)
- Each party agrees that this Agreement shall not
be tendered or admissible as evidence in any proceeding by any
party for any purpose, except that the Agreement may be offered as
evidence in: a proceeding involving one or more of the parties in
which an alleged breach of the Agreement, the enforcement of the
Agreement, or the validity of any term of the Agreement is at
issue; or, an unemployment compensation proceeding.
- 4)
- In consideration for Employee's entry into the
Agreement and the resulting acceptance of the terms and obligations
of this Agreement, including but not limited to the waiver and
release of all claims, as described in paragraph 6 below, and
subject to the other provisions of this Agreement, IHS shall pay to
Employee, upon Employee's execution of this Agreement and the
expiration of the seven-day revocation period described in
paragraph 14, the sum of $315,000 as severance pay. On the
same date, IHS shall pay to Employee the additional sum of
$126,000, representing the amount that would be payable to Employee
as annual bonus for the 2004 fiscal year at "target performance".
In addition, IHS agrees to relocate employee, subject to the terms
and conditions of the IHS Executive Relocation Policy, to a
location within the United States during the one-year period from
the Termination Date. All payments provided in this Agreement shall
be less applicable withholding or deductions.
-
Employee's medical, dental and vision coverages
will be continued through November 30, 2005. Employee's
premiums for such period will be deducted from the severance pay
provided above. Should there be an increase in insurance premiums
during the period through November 30, 2005, Employee agrees
to reimburse IHS for the additional amount. Employee may continue
health coverage to the extent provided under COBRA following
November 30, 2005.
- 5)
- Employee has received grants of 520,000 stock
option ("Stock Options") for the purchase of non-voting common
stock of IHS Group Inc. under the 2002 Non-Qualified Stock
Option Plan ("Plan") of IHS Group Inc. Employee and IHS agree
that the Stock Options shall be cancelled and Employee shall have
no further right, title or interest in or to any of the Stock
Options or any rights under the Plan or any Stock Option Agreement
or other document executed in connection with the Plan, all of
which shall be deemed terminated.
-
In consideration of the cancellation of the Stock
Options, IHS shall pay to Employee, upon Employee's execution of
this Agreement and the expiration of the seven-day revocation
period described in paragraph 14, the sum of
$1,099,400.
- 6)
- In exchange for the consideration and other
promises provided by IHS described in this Agreement, Employee for
himself and his representatives, heirs, and assigns, hereby
releases and discharges IHS, and any successor, parent, affiliate,
or subsidiary company of IHS, their present
-
and former officers, directors, employees,
agents, representatives, legal representatives, accountants,
successors, and assigns, (collectively, the "Released Parties")
from all claims, demands, and actions of any nature, known or
unknown, that he may have against Released Parties, including but
not limited to claims that in any manner relate to, arise out of or
involve any aspect of his employment with IHS or any of the other
Released Parties, and the termination of that employment,
including, but not limited to, any rights or claims under the
Worker Adjustment and Retraining Notification Act ("WARN"), 29
U.S.C. § 2101 et seq.; Colorado Anti-Discrimination Act, Colo.
Rev. Stat. § 24-34-401, et seq.; Family and Medical Leave Act,
29 U.S.C. § 2601 et seq.; Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq.; Civil Rights Act
of 1964, as amended, 42 U.S.C. § 2000e, et seq.; Vocational
Rehabilitation Act, 29 U.S.C. § 701, et seq.; Americans
with Disabilities Act, 42 U.S.C. § 12101, et seq.; Executive
Order 11246; the Civil Rights Act of 1866, as reenacted, 42 U.S.C.
§ 1981; the National Labor Relations Act, as amended, 29
U.S.C. § 141, et seq.; and any and all other municipal, state,
and/or federal statutory, executive order, or constitutional
provisions pertaining to an employment relationship. This release
and waiver also specifically includes, but is not limited to, any
claims in th
|