July 28, 2026
Michael Easton
ID: [ID REDACTED]
Dear Michael:
Congratulations on your promotion! Below are the terms of your new position, which are effective as of
your appointment date. This letter sets forth the updated terms and conditions of your employment with
Clarivate. If at any time following your appointment date, you enter into an employment agreement with
Clarivate, such employment agreement will expressly supersede and replace this letter in its entirety.
| AppointmentDate: | August 8, 2026’ |
| Position and Title: | As of your appointment date, your title will be Executive Vice President & ChiefFinancial Officer.In this role, you will be an executive officer of Clarivate, as further discussed below. |
| Manager: | Chief Executive Officer of Clarivate |
| Principal Location: | Denver, Colorado with extensive business travel as requested or required. |
| AnnualCompensation: | You will be eligible for the following, less applicable deductions and withholdings:•$600,000 base salary (payable in accordance with Clarivate’s regular payrollpractices).•Effective as of the date of appointment, participation in our AnnualIncentive Plan (AIP) with a target award of up to 100% of earned base salary.The AIP payment will be subject to terms and conditions of the plandocument, including modification of the actual AIP payment based onbusiness and individual performance. For the 2026 plan year, your bonusunder the AIP will be prorated based on your positions during 2026.•Beginning in fiscal year 2027, participation in the annual equity programaccording to the award design and levels approved by the Human Resourcesand Compensation Committee of the Board of Directors (the HRCC) at thetime of grant. Any share units granted to you will be subject to the termsand conditions of the Amended and Restated Clarivate 2019 IncentiveAward Plan, as amended and restated as of June 1, 2025 (or its successorplan) (the “Plan”) and the grant agreement which will be provided to you assoon as administratively practical after any grants are approved. From timeto time, as business conditions dictate, Clarivate may revise eligibility andthe types of equity provided in the annual equity program. In March 2027,you will receive a grant under the annual equity program with a targetedaggregate grant date value of $2.0 million as determined by the HRCC. Fiftypercent (50%) of such value will be in the form of RSUs vesting ratably overthree years on each of the first three anniversaries of the grant date, andfifty percent (50%) will be in PSUs, which will be eligible to vest based onachievement of applicable performance and subject to the terms of the Planand applicable grant documents. |
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| Promotion EquityBonus: | On August 15, 2026, you will be granted a one-time equity award with an aggregategrant date value of $750,000 (the “Promotion Award”). Fifty percent (50%) of thevalue of the Promotion Award will be in the form of Restricted Share Units (“RSUs”)that vest ratably over three years on March 15, 2027, March 15, 2028 and March15, 2029. The remaining fifty percent (50%) will be in the form of PerformanceShare Units (“PSUs”), which will be eligible to vest in the first fiscal quarter of 2029based on achievement of applicable performance conditions and subject to theterms of the Plan and applicable grant documents. Any share units granted to you,including the Promotion Award, will be subject to the terms and conditions of thePlan and the relevant grant document, which will be provided to you as soon asadministratively practicable following the grant date of such awards. For avoidanceof doubt, your Promotion Award will be in addition to, and not in lieu of, thecomponents of your annual compensation, as described above. |
| SeveranceBenefits: | You are an eligible participant under the Amended and Restated ExecutiveSeverance Plan of Clarivate Plc and Summary Plan Description, Effective March 232026 (or the version as then in effect, the “Executive Severance Plan”) and, in theevent of a qualifying termination of employment, are eligible to receive certainseverance payments and benefits in accordance with and subject to the terms ofthe Executive Severance Plan.Payment of severance and any other benefits described in this Severance Benefitssection is subject to the terms and conditions of the Executive Severance Plan,including the requirement to enter into a separation and general release agreementin a form provided by Clarivate, the complete terms of which will be provided toyou closer to any potential termination date. |
| Relocation: | You will not be required to relocate to any Clarivate office in connection with yourpromotion. |
| Benefits: | You will be eligible to participate in our benefits in accordance with the terms andconditions of the respective plans Clarivate may from time to time provide to itssimilarly situated employees. |
| Vacation: | You will be entitled to vacation days under Clarivate’s Flex Time Off policy. Underthis policy, vacation may be taken at mutually convenient times as agreed with yourmanager. Clarivate may make adjustments or changes to plans and policies fromtime to time. |
| Business Expenses: | Business expenses will be reimbursed, subject to proper documentation and inaccordance with the policies of Clarivate. |
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| Executive OfficerRole: | As an Executive Officer of Clarivate and an officer of Clarivate for the purposes ofSection 16 of the Securities Exchange Act of 1934, you will continue to be subject toapplicable SEC rules, including, among other things, regulatory filing responsibilitiesto which certain officers are legally required to adhere. You will meet with ourGeneral Counsel for an overview of these regulations.Additionally, as an Executive Officer, you will continue to be required to complywith Clarivate’s Share Ownership Guidelines which require you to own shares ofClarivate stock equal to 3 times your base salary by the end of a five (5)-yearcompliance period.As an Executive Officer, you shall also continue to be subject to any clawback orrecoupment arrangements or policies that Clarivate has in place from time to time(including the Clarivate Plc Executive Compensation Recoupment Policy and theClarivate Plc Detrimental Conduct Clawback Policy). |
| At Will: | You understand that your employment will be “at will,” which means that Clarivatemay terminate your employment at any time for any reason. This letter does notconstitute, and may not be construed as, a commitment for employment for anyspecific duration. |
| Representationsand Warranties: | You hereby represent and warrant your employment with Clarivate or any of itssubsidiaries as set forth herein, and your execution and performance of this letterdo not constitute a breach or violation of any other agreement, obligation orunderstanding with any third party. You represent that you are not bound by anyagreement or any other existing or previous business relationship which conflictswith, or may conflict with, the performance of your obligations hereunder orprevent the full performance of your duties or obligations hereunder. |
| Withholding;Section 409A: | Clarivate may deduct and withhold from any amounts payable under this letter suchfederal, state, local, or other taxes as are required or permitted to be withheldpursuant to any applicable law or regulation, as applicable. It’s the intent of theparties that the provisions of this letter either comply with Section 409A of theInternal Revenue Code of 1986 (“Section 409A”) or that one or more elements ofcompensation or benefits be exempt from Section 409A. Accordingly, the partiesintend that this letter be interpreted and operated in a manner consistent with suchrequirements in order to avoid the application of penalty taxes under Section 409Ato the extent reasonably practicable. To the extent that any provision hereof ismodified in order to comply with Section 409A, such modification will be made ingood faith and will, to the maximum extent reasonably possible, maintain theoriginal intent and economic benefit to you and Clarivate of the applicable provisionwithout violating the provisions of Section 409A. For purposes of Section 409A,your right to receive any installment payments pursuant to this letter will be treatedas a right to receive a series of separate and distinct payments. Whenever apayment under this letter specifies a payment period with reference to a number ofdays, the actual date of payment within the specified period will be within the solediscretion of Clarivate or one of its subsidiaries. Clarivate cannot make anyguarantees with respect to compliance with such requirements, and neitherClarivate nor any affiliate will have any obligation to indemnify you or otherwisehold you harmless from any or all of such taxes or penalties. To the extent you area “specified employee” within the meaning of Section 409A as of the date of thetermination of your employment, no amounts payable under this letter thatconstitute deferred compensation within the meaning of Section 409A which ispayable on account of your separation from service will be paid to you before thedate which is the first day of the seventh month after such date of termination ofemployment (the “Delayed Payment Date”) or if earlier the date of your deathfollowing such separation from service. All such amounts that would, but for thepreceding sentence become payable prior to the Delayed Payment Date, will beaccumulated and paid on the Delayed Payment Date. |
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| Successors andAssigns: | This letter will be binding upon and inure to the benefit of Clarivate and anysuccessor to Clarivate, including any persons acquiring directly or indirectly all orsubstantially all of the business or assets of Clarivate whether by purchase, mergerconsolidation, amalgamation, reorganization or otherwise (and such successor willthereafter be deemed “Clarivate” for the purposes of this letter). This letter willinure to the benefit of and be enforceable by your personal or legal representatives,executors, administrators, successors, heirs, distributees and legatees, but will nototherwise be assignable, transferable or delegable by you. Except as expresslyprovided in the immediately preceding sentence, you will not, without the priorwritten consent of Clarivate, assign, transfer or delegate this letter or any of yourrights or obligations hereunder. |
| Governing Law: | This letter will be construed and enforced in accordance with the rules of the laws ofthe State of Delaware, notwithstanding any state’s choice of law rules to thecontrary. |
| Entire Agreement;Modification: | This offer letter, including but not limited to its at-will employment provision, maynot be modified or amended except by a written agreement signed by an officer ofClarivate, acting with the authority of the board of directors of Clarivate, and you.This offer letter represents the entire agreement of the parties. All priorunderstandings relating to the subject matter of this offer letter, whether oral orwritten, are hereby superseded by this offer letter other than any documentsreferenced in this offer letter and/or incorporated herein by reference. |
| Counterparts: | This letter may be executed in one or more counterparts (including via facsimile andelectronic image scan (.pdf)), each of which will be deemed to be an original, but allof which together will constitute one and the same instrument and will becomeeffective when one or more counterparts have been signed by each of the partiesand delivered to the other parties. |
If you find this offer to be acceptable, then please provide your signature and submit within five (5) days of
the date of this letter.
I believe that you can make a significant contribution to Clarivate and look forward to working with you as
we continue to build this very exciting business.
Sincerely,
| /s/ Matti Shem Tov |
| Matti Shem Tov |
| Chief Executive Officer |
| Clarivate |
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The undersigned represents and warrants that by acceptance of this position he will not violate the terms of
any post-employment agreement(s) applicable to him, and that he will not utilize or make available to
Clarivate any confidential or proprietary information of any third party or violate any obligation(s) with
respect to such information.
The undersigned accepts the above employment offer and agrees that the employment offered is “at
will” (meaning either party may terminate at any time, with or without cause or notice and, except as
otherwise noted in the severance language included in this offer letter, without compensation other than for
time worked), that this offer supersedes any and all prior understandings or agreements, whether oral or
written, relating to this offer of employment, and that there are no other terms expressed or implied. The
undersigned also understands that compensation, benefits and other terms of employment can change from
time to time, as determined in Clarivate’s sole discretion, and nothing stated herein implies a contract of
employment or employment for any specific duration.
| Accepted: | /s/ Michael Easton |
| Michael Easton |
| Date: | July 28, 2026 |