Exhibit 10.3


 


The
CORPORATEplan for RetirementSM


EXECUTIVE PLAN


 


 


Adoption Agreement


 


 


IMPORTANT NOTE


 


This document has not been approved
by the Department of Labor, the Internal Revenue Service or any other
governmental entity.  An Employer must
determine whether the plan is subject to the Federal securities laws and the
securities laws of the various states. 
An Employer may not rely on this document to ensure any particular tax
consequences or to ensure that the Plan is “unfunded and maintained primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees” under the Employee Retirement
Income Security Act with respect to the Employer’s particular situation.  Fidelity Management Trust Company, its
affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document. 
This document does not constitute legal or tax advice or opinions and is
not intended or written to be used, and it cannot be used by any taxpayer, for
the purposes of avoiding penalties that may be imposed on the taxpayer.  This document must be reviewed by the
Employer’s attorney prior to adoption.


 


	
  Plan
  Number: 44316

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  11/8/2010

  



 


© 2007 Fidelity Management &
Research Company


 

















 


1.05         CONTRIBUTIONS ON BEHALF OF
EMPLOYEES


 


(a)           Deferral
Contributions (Complete all that apply):


 


(1)       x          Deferral
Contributions. Subject to any minimum or maximum deferral amount provided
below, the Employer shall make a Deferral Contribution in accordance with, and
subject to, Section 4.01 on behalf of each Participant who has an executed
salary reduction agreement in effect with the Employer for the applicable
calendar year (or portion of the applicable calendar year).


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Base Compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  13

  	
   

  



 


(Note:  With respect to each type of Compensation,
list the minimum and maximum dollar amounts or percentages as whole
dollar amounts or whole number percentages.)


 


(2)       x          Deferral
Contributions with respect to Bonus Compensation only. The Employer requires
Participants to enter into a special salary reduction agreement to make
Deferral Contributions with respect to one or more Bonuses, subject to minimum
and maximum deferral limitations, as provided in the table below.


 


	
   

  	
   

  	
  Treated As

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Deferral Contributions

  Type of Bonus

  	
   

  	
  Performance

  Based

  	
   

  	
  Non-

  Performance

  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Bonus Compensation

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  13

  	
   

  



 


(Note:  With respect to each type
of Bonus, list the minimum and maximum dollar amounts or percentages as whole
dollar amounts or whole number percentages. 
In the event a bonus identified as a Performance-based Bonus above does
not constitute a Performance-based Bonus with respect to any Participant, such
Bonus will be treated as a Non-Performance-based Bonus with respect to such
Participant.)


 


(b)           Matching
Contributions (Choose (1) or (2) below,
and (3) below, as applicable):


 


(1)       x          The Employer
shall make a Matching Contribution on behalf of each Employee Participant in an
amount described below:


 


(A)  x   100%
of the Employee Participant’s Deferral Contributions for the calendar year.


 


1

















 


(B)   ̈   The
amount, if any, declared by the Employer in writing, which writing is hereby
incorporated herein.


 


(C)   ̈   Other:


 


(2)        ̈          Matching
Contribution Offset. For each Employee Participant who has made elective
contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the
maximum permitted under Code section 402(g), or the maximum permitted under the
terms of the
                                                      
Plan (the “QP”),  to the QP, the Employer
shall make a Matching  Contribution in an
amount equal to (A) minus (B) below:


 


(A)    The matching
contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”))
that the Employee Participant would have received under the QP on the sum of
the Deferral Contributions and the Participant’s QP Deferrals, determined as
though—


 


·      no limits
otherwise imposed by the tax law applied to such QP match; and


·      the Employee
Participant’s Deferral Contributions had been made to the QP.


 


(B)     The QP Match
actually made to such Employee Participant under the QP for the applicable
calendar year.


 


Provided,
however, that the Matching Contributions made on behalf of any Employee
Participant pursuant to this Section 1.05(b)(2) shall be limited as
provided in Section 4.02 hereof.


 


(3)       x          Matching
Contribution Limits (Check the appropriate
box (es)):


 


(A)  x  Deferral
Contributions in excess of 4% of the Employee Participant’s Compensation
for the calendar year shall not be considered for Matching Contributions.


 


(B)   ̈   Matching
Contributions for each Employee Participant for each calendar year shall be
limited to $              .


 


(c)           Employer
Contributions


 


(1)        ̈          Fixed Employer
Contributions. The Employer shall make an Employer Contribution on behalf of
each Employee Participant in an amount determined as described below:


 


 


2

















 


(2)       x          Discretionary
Employer Contributions. The Employer may make Employer Contributions to the
accounts of Employee Participants in any amount (which   amount may be zero), as determined by the
Employer in its sole discretion from time  
to time in a writing, which is hereby incorporated herein.


 


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AMENDMENT EXECUTION PAGE


(Fidelity’s Copy)


 


	
  Plan
  Name:

  	
   

  	
  Chicago
  Board Options Exchange Supplemental Retirement Plan (the “Plan”)

  
	
   

  	
   

  	
   

  
	
  Employer:

  	
   

  	
  Chicago
  Board Options Exchange, Inc.

  



 


(Note: These execution pages are to be
completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement.  Attach the amended page(s) of the
Adoption Agreement to these execution pages.)


 


The following section(s) of the Plan are hereby amended effective
as of the date(s) set forth below:


 


	
  Section Amended

  	
   

  	
  Effective Date

  	
   

  
	
  1.05

  	
   

  	
  10/01/2010

  	
   

  



 


IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed on the date below.


 


	
   

  	
  Employer:

  	
  Chicago
  Board Options Exchange

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter A. Leo

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director,
  HR

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  9/28/2010

  



 


4

















 


AMENDMENT EXECUTION PAGE


(Employer’s Copy)


 


	
  Plan
  Name:

  	
   

  	
  Chicago
  Board Options Exchange Supplemental Retirement Plan (the “Plan”)

  
	
   

  	
   

  	
   

  
	
  Employer:

  	
   

  	
  Chicago
  Board Options Exchange, Inc.

  



 


(Note: These execution pages are to be
completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement. Attach the amended
page(s) of the Adoption Agreement to these execution pages.)


 


	
  Section Amended

  	
   

  	
  Effective Date

  	
   

  
	
  1.05

  	
   

  	
  10/01/2010

  	
   

  



 


IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed on the date below.


 


	
   

  	
  Employer:

  	
  Chicago
  Board Options Exchange

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter A. Leo

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director,
  HR

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  9/28/2010

  



 


5