Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On March 23, 2026, the Board of Directors (the “Board”) of Clarivate Plc (the “Company”), upon the recommendation of
the Human Resources and Compensation Committee of the Board (the “HRCC”), approved the adoption of the Amended and
Restated Executive Severance Plan of Clarivate Plc (the “A&R Executive Severance Plan”), effective March 23, 2026. The
Executive Severance Plan of Clarivate Plc was originally adopted by the Board on June 30, 2021 (the “Original ESP”), and the
A&R Executive Severance Plan maintains substantially similar terms and conditions, except as described below. Generally, the
A&R Executive Severance Plan provides for severance payments to members of the Company’s Executive Leadership Team
(other than the Executive Chairman), including each of the Company’s named executive officers, and other employees selected
by the HRCC (such individuals, “ESP Participants”) upon a termination of their employment under circumstances specified in
the A&R Executive Severance Plan (such terminations, a “Qualifying Termination”).
The material changes effected in the A&R Executive Severance Plan from those in the Original ESP are as follows:
•The CEO is an eligible ESP Participant.
•ESP Participants will be eligible for severance payments upon a termination of their employment for “good reason” in
connection with a “change in control” (each as defined in the A&R Executive Severance Plan).
•Upon a Qualifying Termination of an ESP Participant not in connection with a “change in control” (as defined in the
A&R Executive Severance Plan):
◦Outstanding and unvested restricted stock units that vest on the basis of the ESP Participant’s continued
service (“RSUs”) which were granted prior to April 1, 2027 and which would have vested over the 18-month
period following such Qualifying Termination will vest in full; and
◦Outstanding RSUs held by the ESP Participant which were granted on or after April 1, 2027 will vest on a
prorated basis.
•Upon a Qualifying Termination of an ESP Participant in connection with a “change in control”:
◦All outstanding RSUs will vest in full; and
◦All outstanding and unvested restricted stock units that vest on the basis of the satisfaction of performance
metrics will vest as if all performance metrics had been met at a performance level to be determined by the
HRCC.
The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the A&R Executive
Severance Plan, a copy of which is filed hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| The cover page from the Company's Current Report on Form 8-K dated March 26, 2026, formatted in Inline XBRL |