Amended and Restated CME Group Inc. Severance Plan



 Exhibit 10.9 
 CME Group Inc. 
 SEVERANCE PLAN 
 for Corporate Officers 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	I.	  	Purpose, Intent, and Effective Date	  	1
	II.	  	Definitions	  	1
		  	2.1 “Administrator”	  	1
		  	2.2 “Cause”	  	1
		  	2.3 “Continuation Coverage”	  	1
		  	2.4 “Corporate Officer”	  	1
		  	2.5 “Employee”	  	1
		  	2.6 “Employer”	  	2
		  	2.7 “Involuntary Termination”	  	2
		  	2.8 “Merger”	  	2
		  	2.9 “Qualifying Merger Termination”	  	2
		  	2.10 “Qualifying Standard Termination”	  	2
		  	2.11 “Qualifying Termination”	  	2
		  	2.12 “Severance Benefit”	  	2
		  	2.13 “Severance Pay”	  	2
		  	2.14 “Severance Period”	  	2
		  	2.15 “Severance Schedule”	  	2
		  	2.16 “Supplemental Serverance Benefits”	  	2
		  	2.17 “Termination of Employment”	  	3
	III.	  	Eligibility for Benefits.	  	3
		  	3.1 Severance Benefits	  	3
		  	3.2 Supplemental Severance Benefits	  	3
		  	3.3 Ineligible Employees	  	3
	IV.	  	General Provisions	  	3
		  	4.1 Timing of Severance Pay	  	3
		  	4.2 Withholding	  	3
		  	4.3 Amendment and Termination	  	3
		  	4.4 Payments Conditioned on Release	  	.4
		  	4.5 Return of Property	  	4
		  	4.6 Breach of Obligations to Employer.	  	4
		  	4.7 Offsets	  	4
		  	4.8 Governing Law	  	4
		  	4.9 Nonassignability	  	5
		  	4.10 Severance Pay Not Compensation	  	.5
		  	4.11 Right of Offset	  	5
		  	4.12 Severability	  	5
		  	4.13 Recovery of Payments Made by Mistake	  	5
		  	4.14 Representations Contrary to Plan	  	5
		  	4.15 Plan Funding	  	5
		  	4.16 Written Agreement	  	5
		  	4.17 No Right to Other Claims.	  	5
		  	4.18 Code Section 409A	  	5
	V.	  	Plan Administration.	  	6
		  	5.1 Operation and Administration of Plan by Administrator	  	6
		  	5.2 Reliance on Documents, Instruments, Etc	  	6
		  	5.3 Administrative Expenses	  	6
		  	5.4 Bond, Compensation, Indemnification of Administrator	  	6
		  	5.5 More Than One Fiduciary Capacity.	  	6
		  	5.6 Filing of Claims; Denial of Claims; Appeals	  	7
		
	Appendix A	  	A-1
		
	Appendix B	  	B-1

  

 i 








 CME Group Inc. Severance Plan for Corporate Officers 
  

	I.	Purpose, Intent, and Effective Date. 

 CME
Group Inc. (the “Company”) hereby adopts this CME Group Inc. Severance Plan for Corporate Officers (the “Plan”) as a component of the Chicago Mercantile Exchange Inc. Employee Benefit Plan. The provisions of this Plan supersede
any prior Employer severance benefit plan documents, policies, and programs (regardless of whether such policies and programs were written). The Board of Directors of the Company, or its designee, may designate one or more officers (by office or by
name) to perform any act specified to be done by “the Company” under this Plan. 
 The purpose of the Plan is to provide severance
benefits to certain employees of the Employer in the event that their employment is terminated in specified circumstances. 
 The Plan is
intended to constitute an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 
  

	II.	Definitions. 

  

	 	2.1	“Administrator” means the person(s) or committee designated by the Company to administer the Plan. The Administrator shall be the “administrator” and the
“named fiduciary” of the Plan for purposes of ERISA. Unless there is another designation by the Company, the Administrator is the Compensation Committee of the Board of Directors of the Company. 

  

	 	2.2	“Cause” means engaging in conduct that violates any of the Employer’s policies and/or is harmful to the Employer. Whether a Termination of Employment is for
Cause will be determined in each case by the Administrator in its sole discretion. 

  

	 	2.3	“Continuation Coverage” means (i) the continuation of health plan coverage under Part 6 of Title I of ERISA (“COBRA”) and (ii) the COBRA-like
continuation of health plan coverage of an Employee’s domestic partner under the terms of the Employer’s group health plan. 

  

	 	2.4	“Corporate Officer” means any employee of the Employer at the Management Team, Managing Director, or Director level. 

  

	 	2.5	“Employee” means a Corporate Officer of the Employer who provides personal services to the Employer for compensation, exclusive of individuals who are
(a) covered by (i) an individual contract of employment that provides severance benefits, (ii) an individual severance agreement, unless such contract or agreement is evidenced in writing and makes reference to the terms of this Plan,
or (iii) any other severance plan of the Employer or an affiliate of the Employer; (b) classified as independent contractors by the Company for employment tax purposes (whether or not such classification is challenged or upheld); or
(c) not on the Employer’s United States payroll. The Administrator shall have the authority to determine, in its sole and complete discretion and on a case-be-case basis, whether an individual constitutes an Employee for purposes of the
Plan. 

  

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	 	2.6	“Employer” means Chicago Mercantile Exchange Inc., GFX Corporation, and any other employer that is a member of controlled group of corporations or a group of trades
or businesses under common control, as determined under Sections 210(c) and 210(d) of ERISA, of which the Company is also a member, and that is designated by the Company as eligible to participate in the Plan. 

  

	 	2.7	“Involuntary Termination” means an involuntary Termination of Employment by the Employer other than by reason of death or disability. In no event will an Employee
be deemed to incur an Involuntary Termination if he or she is offered a transfer to a position within the Employer or a position with an affiliate of the Employer, irrespective of whether the Employee elects to accept such offer.


  

	 	2.8	“Merger” means merger of CBOT Holdings, Inc. into Chicago Mercantile Exchange Holdings Inc. 

  

	 	2.9	“Qualifying Merger Termination” means an Involuntary Termination, other than for Cause, that the Administrator determines in its sole discretion results from the
Merger and that occurs within two (2) years after the Merger. 

  

	 	2.10	“Qualifying Standard Termination” means an Involuntary Termination, other than for Cause and other than a Qualifying Merger Termination, that the Administrator
determines in its sole discretion is due to the elimination of Employee’s job or a reduction in force or due to the unacceptable performance of the Employee’s job duties and responsibilities. 

  

	 	2.11	“Qualifying Termination” means a Qualifying Merger Termination or a Qualifying Standard Termination. 

  

	 	2.12	“Severance Benefit” means any payment or benefit described in the Severance Schedule to this Plan to which an Employee is entitled upon a Qualifying Termination.


  

	 	2.13	“Severance Pay” means the portion of a Severance Benefit consisting of severance pay. 

  

	 	2.14	“Severance Period” means the period described in the applicable Severance Schedule for which an Employee is entitled to receive Severance Pay.


  

	 	2.15	“Severance Schedule” means the applicable schedule attached as an appendix to this Plan, as such schedule may be modified from time to time by the Administrator,
that describes the Severance Benefits and Supplemental Severance Benefits that an Employee may be entitled to receive pursuant to this Plan. 

  

	 	2.16	“Supplemental Severance Benefits” Supplemental Severance Benefits means any discretionary supplemental benefits that are in addition to any Severance Benefits,
including, without limitation, any such discretionary supplemental benefits provided in accordance with the applicable Severance Schedule. 

  

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	 	2.17	“Termination of Employment” means a complete severance of an Employee’s employment relationship with the Employer, as determined by the Administrator in its
sole discretion. 

  

	III.	Eligibility for Benefits. 

  

	 	3.1	Severance Benefits. Subject to the provisions of Article IV, an Employee who experiences a Qualifying Termination during the term of this Plan shall be eligible to receive
Severance Benefits. Such Severance Benefits shall consist of the benefits set forth in Appendix A in the case of a Qualifying Standard Termination and the benefits set forth in Appendix B in the case of a Qualifying Merger Termination.


  

	 	3.2	Supplemental Severance Benefits. The Administrator may award Supplemental Severance Benefits to an Employee who experiences a Qualifying Termination in the
Administrator’s sole discretion and on a case-by-case basis. The determination as to which Supplemental Severance Benefits will be offered, if any, and the amount of such benefit, shall be determined by the Administrator in its sole discretion;
provided, however, that any cash Supplemental Severance Benefit shall in no event cause an Employee’s total cash Severance Benefits and cash Supplemental Severance Benefits to exceed 52 weeks of Base Salary. 

  

	 	3.3	Ineligible Employees. Except as otherwise provided in this Section 3.3, an Employee who experiences a Termination of Employment that is not a Qualifying Termination (a
“Nonqualifying Termination”) shall not be entitled to Severance Benefits or Supplemental Severance Benefits under this Plan. Notwithstanding the foregoing, the Administrator may determine to provide benefits under the Plan upon a
Nonqualifying Termination in individual cases due to special circumstances, the amount and nature of such benefits to be determined by the Administrator in its sole discretion. 

  

	IV.	General Provisions. 

  

	 	4.1	Timing of Severance Pay. Any Severance Pay that is due to an eligible Employee pursuant to Article III shall be paid in a lump sum within 14 days of the later of the date on
which a signed Release and Waiver (as described in Section 4.4) is received by the Employer or has become irrevocable or, in the event the Administrator waives the Release and Waiver requirement, within 14 days of the Employee’s
Termination of Employment. 

  

	 	4.2	Withholding. The Administrator shall withhold from any Severance Benefits and Supplemental Severance Benefits all federal and state income, FICA, and other employment taxes,
and any other amounts required or permitted to be withheld under any agreement with the Employee involved, applicable law or other employee benefit plans of the Employer. 

  

	 	4.3	Amendment and Termination. The Company may amend or terminate this Plan at any time and without prior notice; provided, however, that in no event shall any such amendment or
termination affect, in any manner, the entitlement to Severance Benefits or Supplemental Severance Benefits, if any, of an Employee who, prior to the date of such amendment or termination, was determined to be eligible for such payments.


  

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	 	4.4	Payments Conditioned on Release. Eligibility for the receipt of Severance Benefits or Supplemental Severance Benefits hereunder is expressly conditioned upon the execution by
the Employee of a comprehensive settlement agreement and release and waiver (“Release and Waiver”), in a form to be determined from time to time by the Administrator; provided, however, that the Administrator may, in its sole discretion,
waive this requirement, in whole or in part, with respect to all or a part, with respect to all or a part of an Employee’s benefits under the Plan. Except to the extent the requirement to execute such an agreement is waived by the
Administrator, Employees who do not execute such an agreement on or before the Release and Waiver Deadline, or who revoke such an agreement, will not be eligible for Severance Benefits or Supplemental Severance Benefits, regardless of the reason for
the Termination of Employment. For purposes hereof, the “Release and Waiver Deadline” means the deadline prescribed by the Administrator for the execution of such agreement; provided, however, that such deadline shall in no event be later
than February 28 of the year following the year in which the Termination of Employment occurs. 

  

	 	4.5	Return of Property. All Employer property, including information and reports, data, files, memoranda, records, credit cards, keys, passwords, computers, software,
telecommunications equipment, and other physical or personal property that the eligible Employee received, prepared or helped prepare in connection with the Employee’s employment with the Employer, must be returned by that Employee on or before
the Employee’s last day of employment in order for such Employee to commence receiving severance benefits under the Plan. 

  

	 	4.6	Breach of Obligations to Employer. No otherwise eligible Employee shall be entitled to any Severance Benefits or Supplemental Severance Benefits under the Plan if, in the
sole discretion of the Administrator, such Employee is in breach or violation of any contractual or other legal obligation to the Employer, including, but not limited to, obligations concerning non-disclosure of confidential information and
post-employment restrictions on competition with the Employer. 

  

	 	4.7	Offsets. Any Severance Benefits or Supplemental Severance Benefits payable under the Plan shall be reduced dollar-for-dollar by any severance payments or benefits provided by
the Employer under any other plan or arrangement or pursuant to applicable law, including without limitation any payments required pursuant to the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and/or the Illinois
Worker Adjustment and Retraining Notification Act (“IL WARN Act”). If Termination of Employment is deemed to be covered by the WARN Act and/or the IL WARN Act, any severance benefits that may be payable pursuant to this Plan shall be
considered payment required under the WARN Act and/or the IL WARN Act. 

  

	 	4.8	Governing Law. This Plan, to the extent not preempted by ERISA or any other federal law, shall be governed by and construed in accordance with the laws of the State of
Illinois. 

  

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	 	4.9	Nonassignability. Payments that are made under this Plan may not be assigned by any Employee, except as required by federal or non-preempted state law.


  

	 	4.10	Severance Pay Not Compensation. The period for which Severance Payments may be computed and the payments provided under this Plan shall not constitute employment,
compensation or salary for purposes of determining participation in, or other benefits under, any other benefit plan of the Employer. Severance payments shall also not be considered wages for work performed by the Employee for any purpose under
state or federal law. 

  

	 	4.11	Right of Offset. By accepting Severance Benefits or Supplemental Severance Benefits under the Plan, the Employee agrees that the Administrator, in its sole discretion, may
withhold from any amounts payable under this Plan any amounts that are owed to the Employer by the Employee. 

  

	 	4.12	Severability. Any provision herein that may be unenforceable will be deemed to be severed from the remainder hereof, with such remaining provisions being given full force and
effect. 

  

	 	4.13	Recovery of Payments Made by Mistake. An eligible Employee shall be required to return to the Employer any Plan severance benefit payment, or portion thereof, made by a
mistake of fact or law. 

  

	 	4.14	Representations Contrary to Plan. Except as otherwise provided herein, no employee, officer, or director of the Employer has the authority to alter, vary or modify the terms
of the Plan, except by means of an authorized written amendment to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Administrator or the Employer.


  

	 	4.15	Plan Funding. No eligible Employee shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Employer. Any Severance Benefits or
Supplemental Severance Benefits that become payable under the Plan are unfunded obligations of the Employer and shall be paid from the general assets of the Employer. No employee, officer, director or agent of the Employer guarantees, in any manner,
the payment of Plan severance benefits. 

  

	 	4.16	Written Agreement. Any severance benefits to which an eligible Employee may be entitled to receive under the Plan shall be communicated to such Employee in writing. An
eligible Employee shall not be entitled to receive any severance benefits under this Plan other than those benefits that are specifically communicated to that Employee in such writing. 

  

	 	4.17	No Right to Other Claims. Neither an eligible Employee, his or her dependents, his or her beneficiaries, nor anyone else has the right or claim to benefits under this Plan,
other than those described in the Plan. 

  

	 	4.18	Code Section 409A. All benefits under this Plan are intended either to be exempt from, or to comply with, the requirements of Section 409A of the Code, and the Plan
shall be interpreted and administered in a manner consistent with such intent. 

  

 5 









	V.	Plan Administration. 

  

	 	5.1	Operation and Administration of Plan by Administrator. The Administrator has complete authority to control and manage the operation and administration of the Plan. The
Administrator shall have full and exclusive discretionary authority to: 

  

	 	(a)	construe and interpret the provisions of the Plan; 

  

	 	(b)	adopt any rules, procedures, and forms that are necessary for the operation and administration of the Plan that are consistent with its provisions; 

  

	 	(c)	determine eligibility for and the amount of Severance Benefits or Supplemental Severance Benefits for any Employee, as well as all other questions relating to the eligibility,
benefits, and other rights of Employees under the Plan; 

  

	 	(d)	keep all records necessary for the operation and administration of the Plan; 

  

	 	(e)	designate or employ agents (who may also be employees of the Employer) and delegate to them the exercise of one or more specific powers of the Administrator; and, to the extent that
the exercise of such powers involves fiduciary responsibility, such agents will be fiduciaries of the Plan; and 

  

	 	(f)	retain any legal, accounting or other expert advisers (who may also be advisers to the Employer) in connection with the Administrator’s operation and administration of the
Plan. 

  

	 	5.2	Reliance on Documents, Instruments, Etc. The Administrator may rely on any certificate, statement or other representation that is made on behalf of the Employer or any
Employee that it believes, in good faith, to be genuine, and on any certificate, statement, report or other representation that is made to it by any agent or any attorney, accountant or other expert retained by it or the Employer in connection with
the operation and administration of the Plan. 

  

	 	5.3	Administrative Expenses. All expenses of operating and administering the Plan, including, but not limited to, fees of any agents and experts retained by the Administrator
under Section 5.2, will be paid by the Employer. 

  

	 	5.4	Bond, Compensation, Indemnification of Administrator. No bond or other security will be required of the Administrator, except as provided by law. No compensation will be paid
to any person for performing his or her duties as Administrator. The Administrator will be indemnified by the Employer for any liabilities (including legal expenses) arising from any act or failure to act that is done in good faith in accordance
with the Plan’s provisions. 

  

	 	5.5	More Than One Fiduciary Capacity. Person(s) may serve in more than one fiduciary capacity under the Plan. 

  

 6 









	 	5.6	Filing of Claims; Denial of Claims; Appeals. The Plan Administrator shall notify an eligible Employee of any severance pay and benefits the Employee is entitled to receive
under the Plan. Any claim arising under the Plan shall be filed with the Plan Administrator, in writing, within one year of the date of a Qualifying Termination. If any person (the “claimant”) claims payments under the Plan and the claim
is wholly or partially denied, the following procedures will apply to resolve it: 

  

	 	(a)	Within 90 days after the receipt of the claim, the Administrator will provide the claimant with written or electronic notice of its decision on the claim. If the Administrator
cannot render a decision on the claim within the 90-day period because of special circumstances, the Administrator may extend the period in which to render the decision by an additional 90 days, up to a total of 180 days after its receipt of the
written claim. The Administrator will provide the claimant with a written notice of any extension before the end of the initial 90-day period, which indicates the special circumstances that require the extension and the expected decision date. If
the claim is deemed denied in whole or in part (an “adverse benefit determination”), the written or electronic notice of the decision will inform the claimant of (i) the specific reasons for the adverse benefit determination;
(ii) the specific provisions of the Plan upon which the adverse benefit determination is based; (iii) any additional information or material that is necessary to perfect the claim and the reasons why such information or material is
necessary; and (iv) the right to request a review of the adverse benefit determination, the procedures for requesting such review, and the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the claimant does
not receive notice of the Administrator’s decision within the 90-day (plus any extension) period, the claimant should consider the claim denied. 

  

	 	(b)	A claimant who wishes to use the Plan’s claim appeal procedure must notify the Administrator that he or she wishes to appeal within 60 days of receiving the
Administrator’s written or electronic notice of an adverse benefit determination. The claimant may review ail relevant documents relating to the claim, including the Plan document, and may submit issues and comments in writing. The
Administrator will undertake a full and fair review of the record of the appeal of the adverse benefit determination and prepare its decision. The Administrator will give the claimant written or electronic notice of the decision of the appeal within
60 days after the receipt of the claimant’s notice of appeal. If special circumstances require an extension of time for processing, the Administrator may be given 120 days after the receipt of the claimant’s notice of appeal to render its
decision. The Administrator will provide the claimant with a written notice of the extension, before the end of the 60-day period, which indicates the special circumstances that require the extension and the expected decision date. The written or
electronic notice of the decision of the appeal will be written in a manner calculated to be understood by the claimant and will include the specific reasons for the decision, specific references to any facts or any provisions of the Plan on which
the decision is based, and a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the claimant does not 

  

 7 








 receive notice of the Administrator’s decision within the 60-day period (plus any extension), the
claim shall be deemed to be denied. The decision of the Administrator on review is binding on all parties, subject to any determination by a court in an action under Section 502(a) of ERISA. 
  

	 	(c)	A claimant cannot file an action under Section 502(a) of ERISA until he or she has exhausted these procedures. 

 IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be executed by its
duly authorized officer on this 13th day of August, 2007. 
  

			
	CME GROUP INC.
		
	By:	 	 



		
	Its:	 	 MD, OD



  

 8 








 Appendix A 
 SEVERANCE SCHEDULE FOR 
 QUALIFYING STANDARD TERMINATIONS 
 Severance Benefits and Supplemental Severance Benefits, as described below, are conditioned on and will only be paid after an eligible Employee (i) executes a
Release and Waiver as described in Section 4.4 (unless such agreement is waived in accordance with that Section), and such agreement (if applicable) becomes effective after the applicable waiting period, and (ii) is determined by the
Administrator to have satisfied all other conditions to receive benefits under this Plan and this Appendix A. 
  

	A.	Amount of Severance Pay. 

  

	 	1.	Eligible Employees 

 Severance Pay will equal two
(2) weeks of Base Salary per Year of Service, subject to a minimum of six (6) weeks of Base Salary and a maximum of 39 weeks of Base Salary. 
 For purposes of the foregoing calculation: 
 “Base Salary” means the annual base rate
of pay of an eligible Employee, as in effect on the date on which such Employee is notified of his or her Qualifying Standard Termination. 
 “Year of Service” means each 12-consecutive-month period, which is measured from an eligible Employee’s most recent date of hire. 
  

	B.	SupplementaI Severance Benefits. 

 Supplemental Severance Benefits awarded by the Administrator in its sole discretion pursuant to Section 3.2 may include any of the following: 
  

	 	1.	Continuation Coverage. Payment of part or all of the cost of Continuation Coverage for an eligible Employee for a specified period of time during the Severance Period.


  

	 	2.	Outplacement Services. Outplacement assistance through a firm selected by the Employer. 

  

	 	3.	Stock Options and Restricted Stock. Acceleration of the vesting of stock options and restricted stock held by the Employee, but only to the extent such stock options and
restricted stock would have vested had the Employee remained employed by the Employer throughout the Severance Period. 

  

 A-1 








 Appendix B 
 SEVERANCE SCHEDULE FOR 
 QUALIFYING MERGER TERMINATIONS 
 Severance Benefits and Supplemental Severance Benefits, as described below, are conditioned on and will only be paid after an eligible Employee (i) executes a
Release and Waiver as described in Section 4.4 (unless such agreement is waived in accordance with that Section), and such agreement (if applicable) becomes effective after the applicable waiting period, and (ii) is determined by the
Administrator to have satisfied all other conditions to receive benefits under this Plan and this Appendix B. 
  

	A.	Severance Pay. 

 Severance Pay will equal
twelve (12) weeks of Base Salary, plus two (2) weeks of Base Salary per Year of Service, subject to a maximum of 52 weeks of Base Salary. 
 For purposes of the foregoing calculation: 
 “Base Salary” means the annual base rate of pay of an eligible
Employee, as in effect on the date on which such Employee is notified of his or her Qualifying Merger Termination. 
 “Year of
Service” means each 12-consecutive-month period, which is measured from an eligible Employee’s most recent date of hire. 
  

	B.	Continuation Coverage. 

 An Employee will
receive the right to receive Continuation Coverage in accordance with the time periods set forth under federal COBRA law. Medical coverage will automatically cease as provided in the applicable plan based on an Employee’s Termination of
Employment date, unless such Employee timely elects such Continuation Coverage under COBRA. If an eligible Employee does not timely elect Continuation Coverage, such Employee will not be permitted to reinstate such coverage at a later date. All of
the terms and conditions of the Employer’s health plans shall be applicable to an eligible Employee receiving Continuation Coverage. Any Continuation Coverage shall be at the Employer’s cost until the end of the Severance Period or, if
earlier, nine (9) months from the Employee’s Termination of Employment. The Employee shall be responsible for the cost of any Continuation Coverage thereafter. 
  

	C.	Outplacement Services. 

 Outplacement
assistance will be offered through a firm selected by the Employer. 
  

	D.	Stock Options and Restricted Stock. 

 Acceleration of the vesting of stock options and restricted stock held by Employee, but only to the extent such stock options and restricted stock would have vested had the Employee remained employed by the Employer throughout the Severance
Period. 
  

 B-1