Exhibit 10.1


 


INTERCONTINENTAL
EXCHANGE HOLDINGS, INC.



EMPLOYMENT AGREEMENT



FOR



Warren Gardiner


 


This is an Employment Agreement
(the “Employment Agreement”), dated as of May 15, 2021, by and between Intercontinental Exchange Holdings, Inc., a
wholly-owned subsidiary of Intercontinental Exchange, Inc., a Delaware corporation (together with its affiliates, the “Company”
or “ICE”), and Warren Gardiner (“Executive”).


 


Recitals


 


The Company and Executive are
parties to an employment agreement dated as of July 17, 2017 (the “Former Agreement”);


 


The Company and Executive desire
to make certain changes to the Former Agreement;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth below, the parties hereby agree to the terms of Executive’s employment with the
Company as follows:


 


Agreement


 


1.             Term. Subject to the terms and conditions set forth in this Employment Agreement, ICE agrees to employ Executive
and Executive agrees to be employed by ICE for a term of two (2) years, which shall start on May 15, 2021 and shall end on the second
anniversary of such date. The initial term plus any extension shall be referred to in this Employment Agreement as the “Term”.
Each day the Term of this Employment Agreement will automatically extend for one (1) day (unless either party delivers written notice
to the other that there will be no such extension) so that there are always two (2) years remaining in the Term at any time.


 


2.             Title;
Duties and Responsibilities; Powers. Executive’s title initially shall be Chief Financial Officer. Executive’s duties
and responsibilities and powers shall be those commensurate with Executive’s position that are set from time to time by ICE’s
Chief Executive Officer or his delegate. Executive shall undertake to perform all of Executive’s duties and responsibilities and
exercise all of Executive’s powers in good faith and on a full-time basis and shall at all times act in the course of Executive’s
employment under this Employment Agreement in the best interests of ICE.


 


3.             Primary Work Site. Executive’s primary work site for the Term shall be at ICE’s offices in Atlanta, Georgia.
However, Executive shall undertake such travel away from Executive’s primary work site and shall work from such temporary work sites
as necessary or appropriate to fulfill Executive’s duties and responsibilities and exercise Executive’s powers under the terms
of this Employment Agreement.


 


4.             Outside
Activities. Executive shall not serve on any boards of directors of, or provide services (whether as an employee or independent contractor)
to, any entity other than ICE (including, for example, any for-profit, civic, or charitable organization) on or after the date ICE signs
this Employment Agreement without obtaining the consent required by ICE’s internal compliance reporting procedures then in effect.


 






     


     


    

 


5.             Compensation and Related Matters.


 


(a)           Base
Salary. Executive’s initial base salary shall be $550,000 per year, which shall be payable in accordance with ICE’s standard
payroll practices and policies for senior executives. Executive’s base salary shall be subject to annual review and periodic increases
as determined by the Compensation Committee of ICE’s Board of Directors or at the direction of the Board of Directors as a whole.
The base salary, as may be in effect from time to time under this Employment Agreement, shall be referred to as the “Base Salary”.


 


(b)           Annual Bonus. During the Term, Executive shall be eligible to receive an annual bonus each year. Executive’s
target annual bonus during the Term shall be 125% of Executive’s Base Salary, subject to adjustment from time to time as determined
by the Company in its sole discretion (the “Target Bonus”). The actual amount of such bonus, if any, may be higher
or lower than the Target Bonus and shall be determined in accordance with a plan adopted and approved by the Compensation Committee, or
at the direction of the Compensation Committee, ICE’s Chief Executive Officer or his or her delegate, and shall be paid no later
than two and one half (21⁄2) months after the end of the taxable year to which the bonus relates.


 


(c)           Equity Compensation. Executive shall be eligible for grants of options to purchase common stock of ICE and other
forms of ICE equity or equity-based grants. Executive’s target annual equity grant date value during the Term shall be $1,250,000
(the “Target Equity Grant”), although the actual grant date value may be varied by the Company in its sole discretion.
Except as otherwise provided in this Employment Agreement, the terms of any ICE equity awards granted to Executive shall be determined
by the ICE equity incentive plan in effect at the time of any such grant(s) and the award agreement applicable to such grant(s).


 


(d)           Employee Benefit Plans, Programs and Policies. Executive shall be eligible to participate in the employee benefit
plans, programs and policies in effect from time to time and maintained by ICE for similarly situated senior executives, in accordance
with the terms and conditions of such plans, programs and policies.


 


(e)           Vacation and Other Similar Benefits. Executive shall accrue at least four (4) weeks of vacation during each calendar
year period in the Term, which vacation time shall be taken subject to such terms and conditions as set forth in applicable policies as
in effect from time to time. Executive shall also have such paid holidays, sick leave and personal and other time off as called for under
ICE’s standard policies and practices for executives with respect to paid holidays, sick leave and personal and other time off as
may be in effect from time to time.


 


(f)            Business Expenses. Executive shall have the right to be reimbursed for reasonable and appropriate business expenses
which Executive actually incurs in connection with the performance of Executive’s duties and responsibilities under this Employment
Agreement in accordance with ICE’s expense reimbursement policies and procedures for its senior executives as may be in effect from
time to time.


 


6.             Reasons for Termination. ICE shall have the right to terminate Executive’s employment at any time, and Executive
shall have the right to resign at any time, in each case for any reason or no reason, subject to the terms of this Employment Agreement.
The date of termination of Executive’s employment will be the date specified in any notice of termination delivered from the Company
to Executive (or, in the case of Executive’s resignation, from Executive to the Company), except as otherwise set forth below.


 


(a)           Death. Executive’s employment shall terminate at Executive’s death.


 


(b)           Disability. ICE shall have the right to terminate Executive’s employment on or after the date Executive has
a Disability. The term “Disability” as used in this Employment Agreement means any physical or mental condition which
renders Executive unable even with reasonable accommodation by ICE to perform the essential functions of Executive’s job for at
least a one hundred and eighty (180) consecutive day period and which makes Executive eligible to receive benefits under ICE’s long
term disability plan as of the date Executive’s employment terminates.


 






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(c)           Termination
by the Company. The Company may terminate Executive’s employment at any time, with or without Cause. The term “Cause”
as used in this Employment Agreement will mean:


 


(i)            Executive is convicted of, pleads guilty to, or confesses or otherwise admits to any felony or any act of fraud, misappropriation
or embezzlement;


 


(ii)           Executive knowingly engages in any act or course of conduct (a) which is reasonably likely to adversely affect the Company’s
right or qualification under applicable laws, rules or regulations to serve as an exchange or other form of a marketplace described in
Section 9(g) or (b) which violates the rules of any exchange or market in which the Company conducts its Business (as defined in
Section 9(g)) (or at such time is actively contemplating effecting trades);


 


(iii)          there
is any act or omission by Executive involving willful misconduct or gross negligence in the performance of Executive’s duties and
responsibilities under Section 2 or the exercise of Executive’s powers under Section 2 to the material detriment
of the Company; or


 


(iv)          (a)
Executive breaches any of the provisions of Section 9(b) through Section 9(g) or (b) Executive violates any provision
of any code of conduct adopted by the Company which applies to Executive and any other Company employees if the consequence to such violation
for any employee subject to such code of conduct ordinarily would be a termination of his or her employment by the Company.


 


(d)           Resignation by Executive. Executive may terminate Executive’s employment with or without Good Reason. The term
 “Good Reason” as used in this Employment Agreement will mean, without Executive’s express written consent:


 


(i)            a material reduction in Executive’s Base Salary under Section 5(a) or, after a Change in Control, a material
reduction in Executive’s Target Bonus or Target Equity Grant as set forth in Section 5(b) and (c) and as in effect
immediately prior to such Change in Control (for the avoidance of doubt, changes to Executive’s Target Bonus or Target Equity Grant
prior to a Change in Control shall not constitute “Good Reason”);


 


(ii)           a material reduction in the scope, importance or prestige of Executive’s duties, responsibilities or powers or Executive’s
reporting relationships with respect to who reports to Executive and whom Executive reports to at the Company;


 


(iii)          Executive is transferred to a new primary work site which is more than thirty (30) miles (measured along a straight line)
from Executive’s primary work site immediately before the transfer unless such new primary work site is closer (measured along a
straight line) to Executive’s primary residence than Executive’s primary work site immediately before the transfer;


 


(iv)          after a Change in Control, Executive’s job title is materially diminished or there is a material reduction in Executive’s
pension and welfare benefits as in effect immediately prior to such Change in Control;


 


(v)           during the first year following a Change in Control, Executive receives notice that the Term of this Employment Agreement
will not be renewed in accordance with Section 1;


 


(vi)          the failure of any successor to all or substantially all of the business and/or assets of the Company to expressly assume
and agree to perform this Employment Agreement pursuant to Section 12; or


 


(vii)         a material breach of this Employment Agreement by the Company or its successor.


 






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Notwithstanding the foregoing,
no such act or omission will be treated as “Good Reason” under this Employment Agreement unless:


 


(A)          (i) Executive delivers to the Company a detailed, written statement of the basis for Executive’s belief that such
act or omission constitutes Good Reason, (ii) Executive delivers such statement before the end of the ninety (90) day period which starts
on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists, (iii) Executive gives
the Company a thirty (30) day period after the delivery of such statement to cure the basis for such belief and (iv) Executive actually
submits Executive’s written resignation to the Company and terminates employment during the sixty (60) day period which begins immediately
after the end of such thirty (30) day period if Executive reasonably and in good faith determines that Good Reason continues to exist
after the end of such thirty (30) day period; or


 


(B)           the
Company states in writing to Executive that Executive has the right to treat any such act or omission as Good Reason under this Employment
Agreement and Executive resigns during the sixty (60) day period which starts on the date such statement is actually delivered to Executive;
provided, that if Executive consents in writing to any reduction described in Section 6(d)(i) or Section 6(d)(ii), to any
transfer described in Section 6(d)(iii) or to any change described in Section 6(d)(iv) in lieu of exercising Executive’s
right to resign for Good Reason and delivers such consent to the Company, the results of the actions consented to will thereafter be
used under this definition for purposes of determining whether Executive subsequently has Good Reason under this Employment Agreement
to resign as a result of any such subsequent reduction, transfer or change.


 


(e)           Removal from any Boards and Position. Upon the termination of Executive’s employment with the Company for any
reason, Executive will be deemed to automatically resign from (i) any position with the Company or any subsidiary of the Company, including,
but not limited to, as an officer, director or trustee of the Company and any of its subsidiaries and (ii) any board to which Executive
has been appointed or nominated on behalf of the Company.


 


7.             Compensation upon Termination. This section provides the payments and benefits to be paid or provided to Executive
as a result of Executive’s termination of employment. Except as provided in this Section 7, Executive will not be entitled
to anything further from the Company pursuant to this Employment Agreement as a result of the termination of Executive’s employment,
regardless of the reason for such termination. Upon any termination of Executive’s employment under this Employment Agreement, except
as otherwise provided, Executive (or Executive’s beneficiary, legal representative or estate, as the case may be, in the event of
Executive’s death) will be entitled to such rights in respect of any equity awards theretofore made to Executive, and to only such
rights, as are provided by the plan or the award agreement pursuant to which such equity awards have been granted to Executive or other
written agreement or arrangement between Executive and the Company.


 


(a)           Resignation
without Good Reason or Termination for Cause. Following the termination of Executive’s employment by the Company for Cause
or by Executive without Good Reason or upon expiration of the Term, the Company will pay or provide to Executive (or Executive’s
estate in the event of Executive’s death) the following (together, the “Accrued Benefits”) as soon as practicable
following the date of termination:


 


(i)            (A) any earned but unpaid Base Salary and (B) any accrued and unused vacation pay, through the date of termination;


 


(ii)           reimbursement for any amounts due Executive pursuant to Section 5(f) (unless such termination occurred as a result
of misappropriation of funds); and


 


(iii)          any compensation and/or benefits as may be due or payable to Executive in accordance with the terms and provisions of any
employee benefit plans or programs of the Company.


 






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(b)           Termination
by Company without Cause or by Executive for Good Reason (Non-Change in Control). If, during the term, ICE terminates Executive’s
employment other than for Cause or a Disability, or Executive resigns for Good Reason, in each case before (except as provided in Section 7(c)(4))
or more than two (2) years after a Change in Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies)
will provide the Accrued Benefits and, subject to Section 8, will pay or provide to Executive:


 


(1)           a lump sum cash payment equal to two (2) times Executive’s Base Salary, as in effect on the date Executive’s
employment terminates;


 


(2)           a lump sum cash payment equal to two (2) times the greater of (i) the average of the last three (3) annual bonuses received
by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and (ii) the last annual bonus
received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates;


 


(3)           with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested
options or equity based grants (including performance based grants for which actual performance achievement has already been certified
as of the date of employment termination), accelerate Executive’s right to exercise such options and vest such equity grants that
would otherwise vest within the two-year period following the date of termination, (B) for performance based grants for which performance
has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved
after completion of the performance period in accordance with the terms of such grants, and vest the first tranche of such performance
grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE for two (2)
years following the date of termination so that the time period over which Executive has the right to exercise such options shall be the
same as if there had been no termination of Executive’s employment until the end of such two-year period; and


 


(4)           a lump sum cash payment in respect of Executive’s cost of two (2) years’ group health coverage under COBRA.


 


(c)           Termination by Company without Cause or by Executive for Good Reason (Change in Control Related). If, during the
term, ICE terminates Executive’s employment other than for Cause or a Disability, or Executive resigns for Good Reason, in each
case within two (2) years after a Change in Control, or as set forth in Section 7(c)(4), ICE (in lieu of any severance pay
under any severance pay plans, programs or policies) will provide the Accrued Benefits and, subject to Section 8, will pay
or provide to Executive:


 


(1)           the payments and benefits set forth in Section 7(b)(1) and (4);


 


(2)           a lump sum cash payment equal to two (2) times the greatest of (i) the average of the last three (3) annual bonuses received
by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus received
by Executive from ICE or its affiliates prior to a Change in Control and (iii) the last annual bonus received by Executive from ICE or
any of its affiliates prior to the date Executive’s employment terminates; and


 


(3)           with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive, (A) cause
each award of such equity or equity based grants to become fully vested (including the lapsing of all restrictions and conditions) and,
as applicable, exercisable as of the date of termination of Executive’s employment, and deliver promptly (but no later than 15 days)
following termination of Executive’s employment any shares of common stock deliverable pursuant to restricted stock units; provided,
that any outstanding performance-based awards shall be deemed earned at the greater of the target level or actual performance level through
the Change in Control date (or if no target level is specified, the maximum level) with respect to all open performance periods and (B) treat
Executive as if Executive had remained employed by ICE for two (2) years following the date of termination so that the time period over
which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment
until the end of such two-year period; and








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(4)           notwithstanding the foregoing to the contrary, if during the one hundred eighty (180) day-period ending on a Change in Control,
Executive experiences a termination of employment under Section 7(b), then Executive shall have the right to the benefits
under Section 7(c)(3)(A) as if such termination of employment occurred under this Section 7(c) (without duplication
for any payments or benefits provided under Section 7(b)(4)) as if the Change in Control date were the date of Executive’s
termination of employment.


 


“Change in Control”
means the occurrence of any of the following events:


 


(i)            any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities representing 30% or more of the combined voting
power of the then outstanding securities of the Company eligible to vote for the election of the members of the Company’s Board
of Directors unless (1) such person is the Company or any subsidiary of the Company, (2) such person is an employee benefit plan (or a
trust which is a part of such a plan) which provides benefits exclusively to, or on behalf of, employees or former employees of the Company
or a subsidiary of the Company, (3) such person is Executive, an entity controlled by Executive or a group which includes Executive or
(4) such person acquired such securities in a Non-Qualifying Transaction (as defined in Section 7(c)(iii));


 


(ii)           any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of
the Company; or


 


(iii)          the
consummation of any reorganization, merger, consolidation or share exchange or similar form of corporate transaction involving the Company
unless (1) the persons who were the beneficial owners of the outstanding securities eligible to vote for the election of the members
of the Company’s Board of Directors immediately before the consummation of such transaction hold more than 60% of the voting power
of the securities eligible to vote for the members of the board of directors of the successor or survivor corporation in such transaction
immediately following the consummation of such transaction and (2) the number of the securities of such successor or survivor corporation
representing the voting power described in Section 7(c)(iii)(1) held by the persons described in Section 7(c)(iii)(1) immediately
following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each
such person had beneficially owned the outstanding securities eligible to vote for the election of the members of the Company’s
Board of Directors immediately before the consummation of such transaction, provided (3) the percentage described in Section 7(c)(iii)(1)
of the voting power of the successor or survivor corporation and the number described in Section 7(c)(iii)(2) of the securities
of the successor or survivor corporation will be determined exclusively by reference to the securities of the successor or survivor corporation
which result from the beneficial ownership of shares of common stock of the Company by the persons described in Section 7(c)(iii)(1)
immediately before the consummation of such transaction. Any transaction which satisfies all of the criteria specified in (1), (2)
and (3) above will be deemed to be a “Non-Qualifying Transaction”.


 


(d)           Termination
for Disability or Death. In the event Executive’s employment is terminated, during the term, for Disability pursuant to Section
6(b) or due to Executive’s death, Executive (or Executive’s beneficiary, legal representative or estate) will be entitled
to the Accrued Benefits.


 


8.             Release. As a condition to ICE’s making any payments to Executive after Executive’s termination of employment
under this Employment Agreement (other than the Accrued Benefits and the compensation earned before such termination and the benefits
due under ICE’s employee benefit plans without regard to the terms of this Employment Agreement), Executive or, if Executive is
deceased, Executive’s estate shall execute and not revoke, within fifty-five (55) days following Executive’s termination of
employment, a release in a form provided by ICE and as may be in use from time to time, and ICE shall provide such payments or benefits,
if applicable, promptly after Executive (or Executive’s estate) delivers such release to ICE, but no later than sixty (60) days
after the date of Executive’s termination of employment.


 






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9.             Covenants by Executive.


 


(a)           Compliance with Company Policies. Executive agrees to comply with any Company policies and codes of conduct as may
be in effect from time to time and that may apply to Executive, including without limitation the ICE Global Code of Business Conduct.


 


(b)           ICE’s and Affiliates’ Property. Upon the termination of Executive’s employment for any reason or,
if earlier, upon ICE’s request, Executive shall promptly return all Property which had been entrusted or made available to Executive
by ICE and each of its affiliates and, if any copy of any such Property was made by, or for, Executive, each and every copy of such Property.
 “Property” means records, files, memoranda, tapes, computer disks, reports, price lists, customer lists, drawings,
plans, sketches, keys, computer hardware and software, cell phones, smart phones, credit cards, access cards, identification cards, company
cars and other tangible personal property of any kind or description.


 


(c)           Trade Secrets. Executive agrees that Executive will hold in a fiduciary capacity for the benefit of ICE and each
of its affiliates, and will not directly or indirectly use or disclose to any person not authorized by ICE, any Trade Secret of ICE or
its affiliates that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized
to have access to such information) during the term of, and in the course of, or as a result of Executive’s employment by ICE or
its affiliates for so long as such information remains a Trade Secret. “Trade Secret” means information, without regard
to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method,
a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers
that (a) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable
by proper means by, other persons who can obtain economic value from its disclosure or use and (b) is the subject of efforts by ICE and
its affiliates that are reasonable under the circumstances to maintain its secrecy. This Section 9(c) is intended to provide
rights to ICE and its affiliates which are in addition to, not in lieu of, those rights ICE and its affiliates have under the common law
or applicable statutes for the protection of trade secrets. Notwithstanding anything in this Employment Agreement, Executive may not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that is made: (a) in
confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose
of reporting or investigating a suspected violation of law, or (b) in a complaint or other document that is filed under seal in a lawsuit
or other proceeding and does not disclose the trade secret, except pursuant to court order.


 


(d)           Confidential Information. Executive, while employed under this Employment Agreement and thereafter, shall hold in
a fiduciary capacity for the benefit of ICE and its affiliates, and shall not directly or indirectly use or disclose to any person not
authorized by ICE, any Confidential Information of ICE or its affiliates that Executive may have acquired (whether or not developed or
compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course
of, or as a result of Executive’s employment by ICE or its affiliates. “Confidential Information” means any secret,
confidential or proprietary information possessed by ICE or its affiliates relating to their businesses (not otherwise included in the
definition of a Trade Secret under this Employment Agreement), including, without limitation, customer lists, details of client or consultant
contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, policies, operational
methods, marketing plans or strategies, contracts, products, product development techniques or flaws, computer software programs (including
object codes and source codes), data and documentation, database technologies, systems, structures and architectures, know-how, inventions
and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, designs, reports,
specifications, future business plans, business development, costs, licensing strategies, advertising campaigns, financial information
and data, business acquisition plans and new personnel acquisition plans that has not become generally available to the public by the
act of one who has the right to disclose such information without violating any right of ICE or its affiliates. This Section 9(d)
is intended to provide rights to ICE and its affiliates which are in addition to, not in lieu of, those rights ICE and its affiliates
have under the common law or applicable statutes for the protection of confidential information. For the avoidance of doubt, nothing in
this Employment Agreement shall impair Executive’s right to make disclosures under the whistleblower provisions of any applicable
law or regulation or require Executive to notify ICE or obtain its authorization prior to doing so, or prohibit Executive from responding
truthfully to a valid subpoena.


 






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(e)           Intellectual
Property Rights. Executive hereby agrees that all Intellectual Property conceived, invented, developed and/or reduced to practice
by Executive, alone or jointly with others, during Executive’s employment with ICE or its affiliates is the exclusive property
of ICE, regardless of whether such Intellectual Property falls within the scope of Executive’s employment with ICE or its affiliates.
Executive hereby agrees that all Intellectual Property shall be considered a Work Made For Hire pursuant to 17 U.S.C. § 101 and
all rights, titles and interests therein shall vest exclusively with ICE, and to the extent that any Intellectual Property shall not
qualify as a Work Made For Hire, Executive hereby assigns to ICE all of Executive’s right, title and interest in such Intellectual
Property and agrees to assist ICE, at ICE’s expense, to obtain patents, copyright and trademark registrations for Intellectual
Property, to execute and deliver all documents and do any and all things necessary and proper on Executive’s part to obtain such
patents and copyright and trademark registrations and to execute specific assignments and other documents for such Intellectual Property
as may be considered necessary or appropriate by ICE at any time during or after Executive’s employment with ICE or its affiliates.
This Section 9(e) does not apply to any invention that Executive develops entirely on Executive’s own time without using
ICE’s equipment, supplies, facilities, Confidential Information, Trade Secrets, know-how or proprietary information, unless the
invention either (a) relates at the time of conception or reduction to practice of the invention to ICE’s business, or actual or
demonstrably anticipated research or development of ICE, or (b) results from any work performed by Executive for ICE or its affiliates.
Executive will not place Intellectual Property in the public domain or disclose any inventions to third parties without the prior written
consent of ICE. “Intellectual Property” shall include without limitation all inventions, ideas, discoveries, patents,
patent applications, registered and unregistered trademarks and service marks and all goodwill associated therewith and symbolized thereby,
domain names, trademark applications and service mark applications, registered and unregistered copyrights (including without limitation
databases and other compilations of information), Confidential Information, Trade Secrets and know-how, including processes, schematics,
business methods, formulae and computer software programs, and all other intellectual property, property and proprietary rights that,
in ICE’s sole discretion, could be used within the scope of ICE’s business.


 


(f)            Nonsolicitation of Customers or Employees.


 


(i)            Customers. Executive, while employed under this Employment Agreement and thereafter during the Restricted Period,
shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization,
entity or enterprise, call on or solicit for the purpose of competing with ICE or its affiliates any customers of ICE or its affiliates
with whom Executive had contact during the one-year period preceding Executive’s date of termination of employment with ICE or its
affiliates or about which Executive learned Confidential Information during Executive’s employment with ICE or its affiliates. “Restricted
Period” means the eighteen (18) month period after the termination of Executive’s employment without regard to the reason
for Executive’s termination of employment.


 


(ii)           Employees. Executive, while employed under this Employment Agreement and thereafter during the Restricted Period,
shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor
of ICE or its affiliates with whom Executive had contact at any time during Executive’s employment with ICE or its affiliates, to
terminate his or her employment or business relationship with ICE or its affiliates and shall not assist any other person or entity in
such a solicitation.


 


(g)           Non-Compete. Executive and ICE agree that (a) ICE (which expressly includes, for purposes of this Section 9(g),
its successors and assigns, and the direct and indirect subsidiaries of ICE, including, without limitation, Intercontinental Exchange
Holdings, Inc.) is engaged in operating global commodity, equity and financial products marketplaces for the trading of physical commodities,
futures contracts, options contracts, other derivative instruments, and equities, providing risk management and governance tools, providing
clearing services, providing brokerage services, and providing market data relating to these services and operations, as well as other
financial data services and products (such businesses, together with any other products or services that may in the future during the
pendency of Employee’s employment be offered by ICE or any entity that is then an affiliate of ICE, herein being collectively and
without limitation referred to as the “Business”), (b) ICE is one of a limited number of entities that have developed
such a Business, (c) while the Business can be and is available to any person or entity who or which has access to the internet and
desires to engage with ICE in the Business, the Business is primarily conducted in, and ICE has offices in, the United States, Canada,
the United Kingdom and Singapore, (d) Executive is, and is expected to continue to be during the Term, intimately involved in the Business
wherever it operates, and Executive will have access to certain confidential, proprietary information of ICE, (e) this Section 9(g)
is intended to provide fair and reasonable protection to ICE in light of the unique circumstances of the Business and (f) ICE would not
have entered into this Employment Agreement but for the covenants and agreements set forth in this Section 9(g). Executive
therefore agrees that Executive shall not while employed with this Employment Agreement and thereafter during the Restricted Period, assume
or perform, directly or indirectly, any responsibilities and duties that are substantially similar to those Executive performs for ICE
on the date Executive executes this Employment Agreement for or on behalf of, or act as a management consultant or strategic consultant
for or on behalf of, or own, control or loan money to, any other corporation, partnership, venture, or other business entity that engages
in the Business in the United States, Canada, the United Kingdom or Singapore; provided, however, that Executive may own up to five percent
(5%) of the stock of a publicly traded company that engages in such competitive business so long as Executive is only a passive investor
and is not actively involved in such company in any way that is inconsistent with this Section 9(g).


 






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(h)           Reasonable
and Continuing Obligations. Executive agrees that Executive’s obligations under this
Section 9 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations
are reasonable and necessary to protect ICE’s and its affiliates’ legitimate business interests. ICE in addition shall have
the right to take such other action as ICE deems necessary or appropriate to compel compliance with the provisions of this Section 9.


 


(i)            Remedy for Breach. Executive agrees that the remedies at law for ICE for any actual or threatened breach by Executive
of the covenants in this Section 9 would be inadequate and that ICE shall be entitled to specific performance of the covenants
in this Section 9, including entry of an ex parte, temporary restraining order in state or federal court, preliminary and
permanent injunctive relief against activities in violation of this Section 9, or both, or other appropriate judicial remedy,
writ or order, without requirement of posting a bond or other security, in addition to any damages and legal expenses which ICE may be
legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 9 shall be construed as
agreements independent of any other provision of this or any other agreement between ICE and Executive, and that the existence of any
claim or cause of action by Executive against ICE, whether predicated upon this Employment Agreement or any other agreement, shall not
constitute a defense to the enforcement by ICE of such covenants.


 


10.           No Waiver. Except for the notice described in Section 19(a), no failure by either ICE or Executive at
any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Employment Agreement
shall be deemed a waiver of any provisions or conditions of this Employment Agreement.17. 


 


11.           Choice
of Law and Courts. This Employment Agreement shall be governed by Georgia law, and (subject to Section 16) any action
that may be brought by either ICE or Executive involving the enforcement of this Employment Agreement or any rights, duties, or obligations
under this Employment Agreement shall be brought exclusively in the state or federal courts sitting in Atlanta, Georgia, and Executive
consents and waives any objection to personal jurisdiction and venue in these courts for any such action.


 


12.           Assignment
and Binding Effect. This Employment Agreement shall be binding upon and inure to the benefit of ICE and any successor to all or substantially
all of the business or assets of ICE. ICE may assign this Employment Agreement to any affiliate or successor, and no such assignment
shall be treated as a termination of Executive’s employment under this Employment Agreement, and references to “ICE”
shall also be deemed to refer to any such affiliate or successor. Executive’s rights and obligations under this Employment Agreement
are personal and shall not be assigned or transferred. Any such assignment or attempted assignment by Executive shall be null, void,
and of no legal effect.


 


13.           Entire Agreement. This Employment Agreement replaces and supersedes any and all previous agreements and understandings
regarding all the terms and conditions of Executive’s employment relationship with ICE, including the Former Agreement, and this
Employment Agreement constitutes the entire agreement of ICE and Executive with respect to such terms and conditions.


 


14.           Amendment.
Except as provided in Section 15, no amendment or modification to this Employment Agreement shall be effective unless it
is in writing and signed by an authorized representative of ICE and by Executive.


 


15.           Severability. If any provision of this Employment Agreement (including but not limited to any covenant contained
in Section 9) shall be found invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified
or restricted to the extent and in the manner necessary to render such provision valid and enforceable, or shall be deemed excised from
this Employment Agreement, as may be required under applicable law, and this Employment Agreement shall be construed and enforced to the
maximum extent permitted by applicable law, as if such provision had been originally incorporated in this Employment Agreement as so modified
or restricted, or as if such provision had not been originally incorporated in this Employment Agreement, as the case may be.


 






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16.           Arbitration. ICE shall have the right to obtain an injunction or other equitable relief arising out of Executive’s
breach of the provisions of Section 9 of this Employment Agreement. However, any other controversy or claim arising out of
or relating to this Employment Agreement or any alleged breach of this Employment Agreement, or any other claim arising out of or relating
to Executive’s employment by ICE, shall be settled by binding arbitration in Atlanta, Georgia in accordance with the rules of the
American Arbitration Association then applicable to employment-related disputes, and a judgment upon the arbitration award may be entered
by any court of competent jurisdiction. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable
rules of the American Arbitration Association. The arbitrator shall be empowered to award any category of damages that would be available
to the parties under applicable law. ICE shall be responsible for paying the reasonable fees of the arbitrator, unless the fees are otherwise
allocated by the arbitrator consistent with applicable law.


 


	
    Initials of the parties expressly assenting
to the arbitration provision in Section 16:
	 
	AWG	 	DAF	 
	Executive’s initials	 	Initials of ICE representative	 


 


17.           Executive’s Legal Fees and Expenses. ICE shall have no obligation under the terms of this Employment Agreement
to reimburse Executive for any of Executive’s legal fees and expenses for any claims under this Employment Agreement that are unrelated
to a Change in Control. ICE shall reimburse Executive for Executive’s reasonable legal fees and expenses incurred in connection
with any claim made with respect to Executive’s rights under Section 7(c); provided that such reimbursement shall be
subject to recoupment by ICE if Executive’s claim is found to have been brought in bad faith.


 


18.           Representations. Executive represents and warrants to the Company that Executive is under no contractual or other
binding legal restriction which would prohibit Executive from entering into and performing under this Employment Agreement or that would
limit the performance Executive’s duties under this Employment Agreement.


 


19.           Miscellaneous.


 


(a)           Notices. Notices and all other communications shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States registered or certified mail or overnight courier. Notices to ICE shall be sent to
5660 New Northside Drive, Third Floor, Atlanta, Georgia 30328, Attention: Corporate Secretary. Notices and communications to Executive
shall be sent to the address Executive most recently provided to ICE.


 


(b)           Counterparts. This Employment Agreement may be executed in counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same Employment Agreement. An electronic signature is a permissible means of executing
this Employment Agreement.


 


(c)           Headings; References. The headings and captions used in this Employment Agreement are used for convenience only and
are not to be considered in construing or interpreting this Employment Agreement. Any reference to a “section” shall be to
a section of this Employment Agreement absent an express statement to the contrary.


 






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(d)           Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that any provision in this Agreement is ambiguous
as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including,
without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the
parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement
shall comply with Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of payment. To the extent
Executive would otherwise be entitled to any payment or benefit under this Employment Agreement or any plan or arrangement of ICE or its
affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six (6) months beginning
on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a
 “specified employee” (within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive
on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective
control of ICE (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit due upon a termination
of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid
or provided to Executive only upon a “separation from service” as defined in Treas. Reg. Section 1.409A-1(h). To the extent
applicable, each payment made under this Employment Agreement shall be deemed to be a separate payment, amounts payable under Section 7
of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent
provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay
plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. Section 1.409A-1 through
1.409A-6. Notwithstanding anything to the contrary in this Employment Agreement or elsewhere, any payment or benefit under this Employment
Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided
to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of Executive’s
second taxable year following Executive’s taxable year in which the “separation from service” occurs; and provided further
that such expenses shall be reimbursed no later than the last day of Executive’s third taxable year following the taxable year in
which Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of any
in-kind benefit under this Employment Agreement is determined to be subject to Section 409A, the amount of any such expenses eligible
for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement
in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall
any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses,
and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another
benefit.


 


(e)           Withholding Taxes. The Company may withhold from any amounts or benefits payable under this Employment Agreement
income taxes and payroll taxes that are required to be withheld pursuant to any applicable law or regulation or as permissible under
ICE’s standard payroll practices and policies for senior executives.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Employment Agreement on the date first above written.


 


 


	INTERCONTINENTAL EXCHANGE HOLDINGS, INC.	 	EXECUTIVE
	 	 	 
	By: 	/s/ Douglas A. Foley	 	/s/ Warren Gardiner
	 	Douglas A. Foley SVP, HR & Administration	 	Warren Gardiner



 






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