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2026 CLARIVATE ANNUAL INCENTIVE PLAN
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TABLE OF CONTENTS
1.Purpose
2.Performance & Plan Year
3.Eligibility & Participation
4.Eligible Earnings
5.Financial Metrics, Targets & Thresholds
6.Award
7.Target Award
8.Award Payout
9.Proration of Awards
10.Change of Plan During One Single Performance Year
11.Leave of Absence
12.Approval, Certification & Timing of Award Payouts
13.Effect of Termination
14.Adjustments
15.No Right to Employment
16.Amendments
17.Interpretation/Compliance with Applicable Law
18.Governing Law & Jurisdiction
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2026 CLARIVATE ANNUAL INCENTIVE PLAN - TERMS AND CONDITIONS
1.Purpose
The 2026 Clarivate Annual Incentive Plan (“AIP” or the “Plan”) establishes the financial and
individual performance requirements necessary for an eligible colleague to receive an Award
Payout under the Plan.
There will be four performance goal sets in 2026 as follows:
1.Corporate AIP
2.Academia & Government Segment AIP
3.Life Sciences & Healthcare Segment AIP
4.Intellectual Property Segment AIP
The Plan is intended to enhance Clarivate’s ability to retain and motivate colleagues and
encourage profitability and growth in line with or exceeding Clarivate’s financial and business
goals.
2.Performance &
Plan Year
The term “Performance Year” is defined as calendar year 2026 and runs from January 1, 2026
through December 31, 2026. Clarivate may, in its sole discretion, extend the terms and
conditions of this Plan to future performance years and if so extended, the Performance Year
will run from January 1st through December 31st of that given year.
3.Eligibility &
Participation
Clarivate will designate which colleagues are eligible to participate in the Plan. Colleagues are
not automatically eligible to participate in the Plan. A colleague selected to participate in the
Plan will, for purposes of the Plan, be referred to as a “Participant”. Clarivate reserves the right
to remove any Participant from the Plan and to amend the terms and conditions of the Plan at
any time and for any reason. Clarivate has the sole discretion to administer the Plan including,
but not limited to, determining which colleagues may be Participants and the calculation of
and whether Award Payouts will be made under the Plan.  Colleagues will be assigned to the
goal set that aligns with the segment organization structure to which they report.  Colleagues
not aligned to a segment will be assigned to the corporate AIP goal set. 
4.Eligible Earnings
For purposes of the Plan, the term “Eligible Earnings” is defined as a Participant’s base salary
during the Performance Year adjusted to account for any change in base salary during the
Performance Year. For Participants who are paid on an hourly basis, unless otherwise required
by applicable law, Eligible Earnings will equal the compensation the Participant received for
working their normal working hours during the Performance Year but will exclude any
overtime or other enhanced compensation the Participant may have received during the
Performance Year. Except as required by applicable law, Eligible Earnings do not include
compensation outside of base salary including, but not limited, any Award Payouts, share
grants (restricted, vested, or otherwise), commissions, incentives, bonuses, relocation
payments, tuition or expense reimbursements, severance payments, unused vacation paid out
during or at the cessation of employment, or any other benefit payment, allowance or award.
5.Financial Metrics,
Targets &
Thresholds
For purposes of the Plan, the term “Financial Metrics” is defined as Clarivate’s financial
performance during the Performance Year considering some or all of the following
performance measures: (a) consolidated revenue; (b) consolidated adjusted earnings before
interest, taxes, depreciation and amortization (“EBITDA”); (c) free cash flow; (d) segment
revenue; and (e) segment adjusted EBITDA.
The weighting of each Financial Metric to calculate the amount of an Award Payout is
determined in Clarivate’s sole discretion and is based on financial performance against
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Clarivate’s business plan and financial targets established by the Human Resources and
Compensation Committee of the Board of Directors. For this Performance Year, the Financial
Metrics used to calculate bonuses under the Plan will vary based on the goal set the
participant is assigned to as follows:
Goal Set
Performance Measure
Weighting
Corporate AIP
Clarivate Wide Revenue
40%
Clarivate Wide Adjusted EBITDA
40%
Clarivate Wide Free Cash Flow
20%
Segment AIP
Corporate AIP (metrics above)
50%
Segment Revenue
25%
Segment Adjusted EBITDA
25%
If any of these Financial Metrics are not met during the Performance Year, Award Payouts to
the Participants relative to the weighting of that metric will be zero. Only where these
Financial Metrics are met or surpassed will an Award Payout be possible under the Plan.
Maximum Award Payouts are capped at 200% of a Target Award.
In addition to the Financial Metrics and targets described above, a Participant’s individual
performance must also meet certain thresholds during the Performance Year in order to be
eligible to receive an Award Payment.  An individual performance factor (IPF) for each
colleague is applied by their manager’s recommendation, linked to a colleague’s year-end
performance rating. 
The total AIP bonus pool funding is driven by EBITDA performance.  The total bonus pool will
be distributed across the four goal sets based on the relative performance of each segment or
structure.
6.Award
The term “Award” is defined as the opportunity for a Participant in the Plan to earn a cash
incentive. An Award is intended to reflect and recognize the contributions the Participant
made to the success of Clarivate during the Performance Year.
7.Target Award
The term “Target Award” is defined as a specified percentage of a Participant’s Eligible
Earnings.
8.Award Payout
The term “Award Payout” is defined as the cash amount (before applicable taxes, deductions
and/or withholdings) paid to a Participant. An Award Payout may be higher or lower than the
Target Award.
As described above, the amount of an Award Payout will depend on the total AIP bonus pool
funding, performance against Financial Metrics during the relevant Performance Year and a
Participant’s individual performance.
Award Payouts under the Plan are payable only to the Participant or, in the event of the
Participant’s death, to Participant’s estate or other legal representative. A Participant in the
Plan shall not be entitled to transfer, assign, charge, pledge, hypothecate or alienate in any
way an Award and/or Award Payout granted under the Plan, and any attempt to do this shall
render the Award null and void. No Participant in the Plan or other party claiming an interest in
an Award or Award Payout under the Plan shall have any interest whatsoever in any asset of
Clarivate or any company within the Clarivate group of companies.
If a Participant is required to sign a severance, or other similar agreement with Clarivate in
order to receive a severance payment or severance benefits, the payment of any Award
Payout or portion thereof will also be contingent upon the signing of such an agreement.
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9.Proration of
Awards
If a Participant was hired or rehired by Clarivate after January 1, 2026, but before October 1,
2026, then any Award Payout will be prorated based on the Participant’s (re)hire date to
reflect the actual period of time the Participant was employed by Clarivate during the
Performance Year. If a colleague commences employment with Clarivate on or after October
1, 2026, the colleague will be ineligible to receive an Award Payout under the Plan during the
Performance Year.
10.Change of Plan
During One Single
Performance Year
If a Participant moves internally within Clarivate during a Performance Year from one Plan
eligible position to another with a different Target Award, the Target Award will be prorated
based on the actual time worked in each position. If a Participant moves internally within
Clarivate during the Performance Year from a position that was not eligible to participate in
the Plan to a Plan eligible position, the Target Award will be prorated based on the actual time
worked in the Plan eligible position.
11.Leave of Absence
A Participant’s eligibility to earn an Award and the calculation of any Award Payout may be
impacted by periods of unpaid leaves of absence, consistent with applicable local laws and
Clarivate policies. During any period in which a Participant is not actively performing work and/
or is not receiving pay, Eligible Earnings may be prorated to reflect the period of active service
during the Performance Year. Clarivate will apply prorations or adjustments in a manner
consistent with local regulatory requirements and its internal policies and retains sole
discretion to determine how any leave of absence affects Award eligibility or calculation.
12.Approval,
Certification &
Timing of Award
Payouts
Award Payouts will be made as soon as administratively practicable after the issuance of
Clarivate’s annual audited financial statements for 2026. Award Payouts will be subject to
approval by Human Resources and the Compensation Committee of the Board of Directors. In
most countries, Award Payouts, if any are made, will be paid in the March payroll following the
close of the Performance Year.
13.Effect of
Termination
Award Payouts will be paid only to Participants who are still actively employed by Clarivate in
good standing on the day of payment, except as noted below.
Where a Participant dies prior to the applicable payment date, the Award Payout will be
calculated at one hundred percent (100%) of the Target Award and prorated based on the
Participant’s last day of employment with Clarivate.
If the Participant retires prior to the date Award Payouts are made in the country where
Participant is employed by Clarivate, the Participant will be eligible to receive the Award
Payout provided the Participant remains employed by Clarivate through the end of the
Performance Year.
14.Adjustments
Clarivate, in its sole discretion, may adjust Financial Metrics or financial targets (up or down)
for items such as acquisitions or divestitures or if Clarivate determines that external changes or
other non-recurring or unanticipated business conditions have affected the fairness of the
Financial Metrics or financial targets or the ability to meet them.
15.No Right to
Employment
Participation in the Plan, or any action taken under the Plan, does not give the Participant a
right to continued employment with Clarivate and/or interfere in any way with the right of
Clarivate to terminate the Participant’s employment at any time for any reason in accordance
with applicable law.
16.Amendments
Clarivate, in its sole discretion, may for any reason amend or terminate the Plan (or any of its
provisions) at any time and in any way.
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17.Interpretation/
Compliance with
Applicable Law
Clarivate has the sole discretion to determine who may participate in the Plan and how Award
Payouts are calculated and paid. As part of administering the Plan, Clarivate has the right and
sole discretion to set rules and regulations for the Plan and to make all necessary Plan
determinations including, but not limited to, the calculation and amounts of any Award
Payouts.
Determinations under the Plan need not be uniform and may be made selectively among
Participants who are eligible for an Award Payout under the Plan.
18.Governing Law &
Jurisdiction
The validity, interpretation, construction and performance of the Plan shall be governed by the
laws of the State of Delaware without reference to its conflict of law rules and without regard
to any rule of any jurisdiction that would result in the application of the law of another
jurisdiction. For Participants outside the United States, Clarivate will interpret, construct and
apply the Plan in manner that is consistent with any applicable local laws and regulations.