Exhibit 10.1


 


CBOE HOLDINGS, INC. EXECUTIVE SEVERANCE PLAN


(And Summary Plan Description)


 


ARTICLE  1.        ESTABLISHMENT
AND TERM OF THE PLAN


 


1.1           Establishment of the Plan.  The Corporation has established the CBOE
Holdings, Inc. Executive Severance Plan to provide Severance Benefits to
certain eligible executives of the Corporation and its Affiliates in accordance
with the terms of the Plan.  No
individuals other than the Executives shall be eligible to receive Severance
Benefits.  Severance Benefits for the
Executives will be determined exclusively under the Plan.


 


The
Plan, as set forth herein, is an employee welfare benefit plan within the
meaning of ERISA Section 3(1), and the Corporation intends that the Plan
be administered in accordance with the applicable requirements of ERISA.  This Plan document, including the information
provided in Appendix B hereto, is also the summary plan description of the
Plan.


 


1.2           Plan Term.  The Plan will become effective on January 1,
2011, and shall continue in effect until terminated by the Corporation, subject
to Section 8.1 herein.


 


1.3           Administration.  The Plan Administrator is the named fiduciary
of the Plan.  The Plan Administrator may
appoint, as it deems necessary or advisable, an individual or committee to act
as its representative in matters affecting the Plan.  The Plan Administrator shall have authority
to control and manage the operation and administration of the Plan in good
faith, and may adopt rules and regulations consistent with the terms of
the Plan and necessary or advisable to administer the Plan properly and
efficiently.  In administering the Plan
and providing Severance Benefits prior to a Change in Control, the Plan
Administrator shall have discretionary authority to construe and interpret the
Plan’s terms and to make determinations under it, including the authority to
determine, in good faith, an individual’s eligibility for Severance Benefits,
the reason for employment termination, and the amount of Severance Benefits
payable, in accordance with the terms of the Plan.  Any such interpretation of the Plan made in
good faith by the Plan Administrator, and any decision made in good faith on
any matter within the discretion of the Plan Administrator under the Plan, will
be binding on all persons, subject to review under Article V.  In administering the Plan and providing
Severance Benefits on or after a Change in Control, the Plan Administrator
shall make initial determinations of entitlement to benefits and the amounts
thereof in good faith and in accordance with the terms of the Plan, subject to
review under Article V.


 


ARTICLE  2.        DEFINITIONS


 


Wherever
used in the Plan, the following terms have the meanings set forth below and,
when the meaning is intended, the initial letter of the word is capitalized:


 


“Affiliate” means a Person that directly, or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with, the Corporation.  For
purposes of the preceding sentence, the word “control” (by itself and as used
in the terms “controlling,” “controlled by” and “under common control with”)
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise.


 

















 


“Base Salary” means, at any time, the then regular annual
base rate of pay that the Employer is paying the Executive as annual salary, as
approved by the Board or a committee of the Board and shown in the Employer’s
records (disregarding any reduction constituting Good Reason, if the Executive’s
Involuntary Termination is for such Good Reason).  Base Salary does not include any incentive,
non-cash, equity or similar compensation or award, or Retirement Benefit Plan
or Health and Welfare Benefit Plan contributions made by the Corporation or an
Affiliate.


 


“Board” means the Board of Directors of the Corporation.


 


“Cause” shall be deemed to exist if, and only if:


 


(a)           During the
performance of the Executive’s duties, he or she is found, in either a judicial
or quasi-judicial proceeding as the case may be, after all rights of appeal
have been exhausted or waived, to have committed any deliberate act(s) or
omission(s) constituting dishonesty, intentional breach of fiduciary
obligation, or intentional wrongdoing or malfeasance that result in material
harm to the Employer.  The determination
of material harm to the Employer shall be based on definite proof and not mere
allegations, conjecture, or remote possibilities; or


 


(b)           The Executive
willfully fails to obey or refuses to comply with a lawful and proper direction
of the Board or the Corporation’s Chief Executive Officer or Chief Operating
Officer, which direction is consistent with normal business practices and
relates to the Executive’s performance of his or her duties and which failure
to obey or refusal to comply remains uncured for 30 days after the Executive
receives written notice specifying the failure to obey or refusal to comply and
affording the Executive an opportunity to be heard in connection therewith, and
the Executive either fails to remedy such failure to obey or refusal to comply
within 30 days from receipt of such written notice or fails to take all
reasonable steps to that end during such 30-day period and thereafter.


 


“Change in Control” means the first to occur of
the following, with respect to each Executive individually:


 


(a)           The acquisition
by any Person of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of voting securities of the Corporation
where such acquisition causes such Person to own 35% or more of the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided that for purposes
of this paragraph (a), the following acquisitions will not be deemed to result
in a Change in Control: (i) any acquisition directly from the Corporation,
(ii) any acquisition by the Corporation, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any Affiliate or (iv) any acquisition by any corporation or
entity pursuant to a transaction that complies with clauses (A), (B) and (C) of
paragraph (c) of this definition below; and provided further that if any
Person’s beneficial ownership of the Outstanding Voting Securities reaches or
exceeds 50% as a result of a transaction described in clause (i) or (ii) above,
and such Person subsequently acquires beneficial ownership of additional 


 


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voting
securities of the Corporation, such subsequent acquisition will be treated as
an acquisition that causes such Person to own 35% or more of the Outstanding
Voting Securities;


 


(b)           Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of
the Board, provided that any individual becoming a director subsequent to
Effective Date whose election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board will be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board;


 


(c)           The approval by
the stockholders of the Corporation and consummation of (i) a
reorganization, merger or consolidation, or sale or other disposition of all or
substantially all of the assets of the Corporation or (ii) the acquisition
of assets or stock of another corporation in exchange for voting securities of
the Corporation (each of (i) and (ii), a “Business
Combination”); excluding, however, such a Business Combination
pursuant to which (A) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation that as a result of such transaction owns the
Corporation or all or substantially all of the Corporation’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Voting Securities, (B) no Person (excluding any
employee benefit plan (or related trust) of the Corporation or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly (except to the extent that such ownership existed prior to the
Business Combination), an amount of, respectively, the then-outstanding shares
of common stock of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such
corporation representing 20% thereof; and (C) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or


 


(d)           Approval by the
stockholders of the Corporation of a complete liquidation or dissolution of the
Corporation.


 


Notwithstanding
the foregoing, unless a majority of the Incumbent Board determines otherwise,
no Change in Control will be deemed to have occurred with respect to a
particular Executive if the Change in Control results from actions or events in
which the Executive is a 


 


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participant
in a capacity other than solely as an officer, employee, or director of the
Corporation or an Affiliate.


 


“COBRA” means the Consolidated Omnibus Budget
Reconciliation Act of 1985 and the regulations thereunder, as amended from time
to time.


 


“Code” means the U.S. Internal Revenue Code of 1986 and
the regulations thereunder, as amended from time to time.


 


“Corporation” means CBOE Holdings, Inc., a Delaware
corporation, and any successor thereto as provided in Article 6 herein.


 


“Effective Date” means January 1, 2011, the date the
Plan will become effective.


 


“Employer” means the Corporation or Chicago Board Options
Exchange, Incorporated (“CBOE”), which employs the Executive.


 


“ERISA” means the Employee Retirement Income Security Act of
1974 and the regulations thereunder, as amended from time to time.


 


“Exchange Act” means the Securities Exchange Act of 1934 and
the regulations thereunder, as amended from time to time.


 


“Executive” means an eligible employee of the Employer
designated from time to time by the Corporation and set forth on Appendix A or
Appendix C hereto, as amended from time to time.  No individuals other than those set forth on
Appendix A or Appendix C hereto at the time of employment termination will be
eligible to receive Severance Benefits.


 


“Good Reason” shall be deemed to exist if, and only if,
without the Executive’s express written consent:


 


(a)           The Employer
assigns to the Executive authorities, duties or responsibilities (including
officer titles) that are inconsistent in any material and adverse respect with
the Executive’s current authorities, duties or responsibilities with the
Employer (including any material and adverse diminution of such authorities,
duties or responsibilities);


 


(b)           The Employer
materially reduces the Executive’s base compensation;


 


(c)           The Employer
requires the Executive to relocate the Executive’s principal business office or
principal place of residence outside the Chicago metropolitan area, or assigns
to the Executive duties that would reasonably require such relocation; or


 


(d)           The Employer
materially breaches the terms of any agreement pursuant to which services are
provided by the Executive.


 


The
Executive may terminate the Executive’s employment at any time for Good Reason
as of a date at least 30 days after the date the Executive delivers written
notice of such termination to the Corporation, unless the condition
constituting Good Reason is fully corrected within 30 days after the Executive
gives the Corporation written notice thereof. 
The Executive 


 


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must
deliver to the Corporation written notice of such termination, if any, within
60 days of the event constituting Good Reason, setting forth in reasonable
detail the specific conduct of the Corporation that constitutes Good Reason and
the specific provisions of the Plan on which the Executive relies.


 


“Health and Welfare Benefit Plan” means (a) any health
and dental plan, disability plan, accidental death and dismemberment plan,
survivor income plan, and life insurance plan or arrangement made available by
the Employer for its executives, and (b) any such additional or substitute
plan or arrangement that the Employer may make available in the future and
during the term of the Plan for its executives, in each case that is a “welfare
plan” (as such term is defined in ERISA Section 3(1)).


 


“Involuntary Termination” has the meaning given to
such term in Section 3.2 herein.


 


“Person” has the meaning given to such term in
Sections 13(d) and 14(d)(2) of the Exchange Act.


 


“Plan” means this CBOE Holdings, Inc. Executive
Severance Plan, including the Appendices that are attached hereto and made a
part hereof.


 


“Plan Administrator” means the Compensation
Committee of the Board, or its delegate.


 


“Plan Year” means the 12-month period that begins each
January 1 and ends on the next December 31.


 


“Pro-Rated Bonus” has the meaning given to
such term in Section 3.3(b) herein.


 


“Release” has the meaning given to such term in Section 3.6
herein.


 


“Retirement Benefit Plan” means (a) any
qualified or non-qualified retirement, savings or deferred compensation plan,
program or arrangement currently made available by the Employer for its
executives, and (b) any such additional or substitute plan, program or
arrangement that the Employer may make available in the future and during the
term of the Plan for its executives, in each case that is a “pension plan” (as
such term is defined in ERISA Section 3(2)).


 


“Salary and Bonus Payment” has the meaning given to
such term in Section 3.3(c) herein.


 


“SEC” means the United States Securities and Exchange
Commission.


 


“Secret or Confidential Information” includes, but is not
limited to, any and all records, notes, memoranda, data, writings, research,
personnel information, customer information, clearing members’ information, the
Employer’s financial information and plans, processes, methods, techniques,
systems, formulas, patents, models, devices, compilations or any other
information of whatever nature in the possession or control of the Employer,
that has not been published or disclosed to the general public, the options
industry or the commodities futures industry, provided that such term does not
include knowledge, skills, and information that is common to the trade or
profession of the Executive.


 


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“Severance Benefits” has the meaning given to
such term in Section 3.3 herein.


 


ARTICLE  3.        SEVERANCE
BENEFITS


 


3.1           Eligibility for Severance
Benefits.  Subject to
the conditions and limitations of the Plan, an Executive who experiences an
Involuntary Termination shall be entitled to receive Severance Benefits as set
forth below.


 


For
purposes of the Plan, an Executive’s employment with the Employer shall be
deemed to be terminated when the Executive has a “separation from service”
within the meaning of Code Section 409A, and references to termination of
employment shall be deemed to refer to such a separation from service.  Upon the Executive’s separation from service
for any reason, the Executive will be deemed to have resigned as of the date of
the Executive’s separation from service from all offices, directorships, and
fiduciary positions with the Corporation, its Affiliates and employee benefit
plans.


 


3.2           Involuntary Termination.  The occurrence of either or both of the
following events (an “Involuntary Termination”)
shall entitle the Executive to receive Severance Benefits:


 


(a)           The Employer’s
termination of the Executive’s employment without Cause; or


 


(b)           The Executive’s
termination of employment with the Employer for Good Reason.


 


3.3           Severance Benefits.  In the event that the Executive experiences
an Involuntary Termination, the Employer shall provide the Executive (or the
Executive’s representative) with the following “Severance
Benefits”:


 


(a)           The Executive’s
“Accrued Benefits,” which include
accrued but unpaid Base Salary (based upon the annual rate in effect on the
date of employment termination) through the date of termination (payable in
accordance with the Employer’s normal payroll practice); business expenses
incurred but not paid prior to the date of termination in accordance with the
Employer’s expense reimbursement policy; accrued but unused vacation through
the date of termination; and other benefits mandated under the terms of any of
the Employer’s employee plans or programs;


 


(b)           A pro-rated
bonus (the “Pro-Rated Bonus”) equal to the
Executive’s target annual bonus for the Plan Year in which the Executive’s
employment terminates, multiplied by a fraction, the numerator of which equals
the number of calendar days the Executive was employed by the Employer for the
Plan Year in which the Executive’s employment terminates and the denominator of
which equals 365, payable within 30 days following the date of termination,
subject to Section 3.6;


 


(c)           A lump sum cash
severance payment (the “Salary and Bonus Payment”)
in an amount equal to the sum of (i) two times the Executive’s annual rate
of Base Salary (using the greater of Base Salary in effect on the Effective
Date or on the date of the Executive’s termination of employment), and (ii) two
times the Executive’s target annual 


 


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bonus
for the Plan Year in which the Executive’s employment is terminated, payable
within 30 days following the date of termination, subject to Section 3.6;


 


(d)           Any unpaid
bonus earned in any year prior to the year in which the Executive’s employment
terminates;


 


(e)           The Salary and
Bonus Payment will not be deemed compensation for purposes of any Retirement
Benefit Plan, provided that the Salary and Bonus Payment will be deemed
compensation for purposes of any tax-qualified Retirement Benefit Plan only to
the extent permitted by the terms of such Retirement Benefit Plan and by
applicable provisions of the Code; and


 


(f)            The Employer
shall pay the Executive’s COBRA premiums (or an amount equal to the Executive’s
COBRA premiums) (sufficient to cover full family health care, if the Executive
qualifies for and elects that coverage) for a period of 18 months following
termination of the Executive’s employment, if the Executive elects such COBRA
coverage and, at the end of such period, if the Executive is eligible and
elects to enroll in the Employer’s retiree medical plan, if any, the Employer
shall pay the Executive’s premiums for such coverage for a period of six
months.  The Employer’s obligation to pay
the COBRA and retiree medical insurance premiums described in the preceding
sentence will cease on the date the Executive becomes covered by another group
health plan that does not impose pre-existing condition limitations on the
Executive’s coverage.  Nothing in this Section 3.3(f) shall
be construed to extend the period over which COBRA continuation coverage must
be provided to the Executive or the Executive’s dependents beyond that mandated
by law.


 


3.4           Termination for Cause or by the
Executive Other Than for Good Reason.  If the Executive’s employment is terminated
either (a) by the Employer for Cause or (b) by the Executive other
than for Good Reason, the Employer shall pay the Executive any unpaid bonus
earned in any year prior to the year in which the Executive’s employment
terminates and the Executive’s Accrued Benefits (as defined in Section 3.3(a).


 


3.5           Notice of Termination.  Any termination of the Executive’s employment
by the Employer for Cause or by the Executive for Good Reason shall be
communicated by a written notice to the other party that indicates the specific
termination provision in the Plan relied upon, and sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated.


 


3.6           Release.  Notwithstanding anything in
the Plan to the contrary, as a condition to receiving any Severance Benefits,
the Executive (or, in the event of the Executive’s death or incompetence, the
Executive’s designated beneficiary, surviving spouse, estate, or legal
representative) shall execute a comprehensive release agreement and waiver of
claims against the Employer in a form substantially the same as that attached
hereto as Appendix E (the “Release”).  The Employer shall deliver the Release to the
Executive within 10 days of the Executive’s termination of employment.  No Severance Benefits will be provided prior
to the date that both (a) the Executive has delivered an original, signed
Release to the Employer and (b) the revocability period (if any) has
elapsed, provided that any Severance Benefits that otherwise would have been
provided before such date but for the fact that the Executive had not yet 


 


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delivered
an original, signed Release (or the revocability period had not yet elapsed)
shall be made as soon as administratively practicable but not later than the
74th day following the Executive’s termination of employment.  If the Executive does not deliver an
original, signed Release to the Employer within 45 days after receipt of the
same from the Employer, (i) the Executive’s rights shall be limited to
those made available to the Executive as if the Executive were terminated under
Section 3.4 above, and (ii) the Employer shall have no obligation
otherwise to provide the Executive any Severance Benefits, or any other monies
on account of the termination of the Executive’s employment.


 


By
accepting Severance Benefits, the Executive acknowledges and agrees that if the
Executive files a lawsuit or accepts recoveries, payments or benefits based on
any claims that the Executive has released under the Release, as a condition
precedent for maintaining or participating in any lawsuit or claim, or
accepting any recoveries, payments or benefits, the Executive shall forfeit
immediately such Severance Benefits and reimburse the Employer for any
Severance Benefits already provided.


 


3.7           State Unemployment Benefits.  For purposes of state unemployment benefits,
Severance Benefits shall be expressly deemed allocated over the two-year period
following the termination of the Executive’s employment, which two-year period
is described in Section 3.3(c), even if paid in a single lump sum.


 


3.8           No Further Obligations.  Except as provided in the
Plan or in any Retirement Benefit Plan or Health and Welfare Benefit Plan, the
Employer shall not have any obligation to the Executive following the Executive’s
termination of employment for any reason, including any obligation for
severance payments or benefits.  Except
as provided in the Plan, the provision of Severance Benefits shall have no
effect upon the Executive’s rights under any Retirement Benefit Plan, Health
and Welfare Benefit Plan or other employee policy or practice of the Employer
applicable to the Executive’s termination for any reason.


 


3.9           Indemnification.  The Corporation shall, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
indemnify and hold harmless any Executive in accordance with the terms and
provisions of the Amended and Restated Certificate of Incorporation of CBOE
Holdings, Inc. or CBOE, each as amended.


 


3.10         Special Provisions for the
Termination of Certain Named Executives.  If an Executive who is licensed to practice
law is terminated nothing in this Plan shall prohibit or restrict such
Executive from providing legal advice and counseling, or other advice and
counseling incidental thereto, as an officer, employee, consultant, independent
contractor or otherwise, to an options exchange regulated by the SEC or to an
alternative options trading system.  Appendix
D includes other special provisions for the termination of certain named
Executives.


 


ARTICLE  4.        CODE SECTION 409A


 


4.1           The Plan is intended to
comply with Code Section 409A, including the exceptions for short-term
deferrals, separation pay arrangements, reimbursements, and in-kind
distributions, and shall be administered, construed and interpreted in
accordance with such intent.


 


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4.2           Each payment under the Plan
or any Employer benefit plan is intended to be treated as one of a series of
separate payments for purposes of Code Section 409A.


 


4.3           To the extent any
reimbursements or in-kind benefit payments under the Plan are subject to Code Section 409A,
such reimbursements and in-kind benefit payments will be made in accordance
with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor
provisions).


 


4.4           Notwithstanding anything in
the Plan to the contrary, to the extent the Executive is considered a “specified
employee” (as defined in Code Section 409A) and would be entitled to a
payment during the six-month period beginning on the Executive’s date of
termination that is not otherwise excluded under Code Section 409A under
the exception for short-term deferrals, separation pay arrangements,
reimbursements, in-kind distributions, or any otherwise applicable exemption,
the payment will not be made to the Executive until the earlier of the
six-month anniversary of the Executive’s date of termination or the Executive’s
death and will be accumulated and paid on the first day of the seventh month
following the date of termination.


 


4.5           The Corporation may amend
the Plan to the minimum extent necessary to satisfy the applicable provisions
of Code Section 409A.


 


4.6           The Employer cannot
guarantee that the Severance Benefits provided under the Plan will satisfy all
applicable provisions of Code Section 409A.


 


ARTICLE  5.        CLAIMS
PROCEDURES


 


5.1           Claims Procedures.  The Employer will provide Severance Benefits
without the necessity of a formal written claim by the Executive.  However, if any person believes he or she is
being denied any rights or benefits under the Plan, such person (or the person’s
duly authorized representative) may file a claim in writing with the Plan
Administrator within 90 days following the applicable Executive’s date of
termination.  If any such claim is wholly
or partially denied, the Plan Administrator will notify the claimant of its
decision in writing.  The notification
will set forth, in a manner calculated to be understood by the claimant, the
following: (a) the specific reason or reasons for the adverse
determination, (b) reference to the specific Plan provisions on which the
determination is based, (c) a description of any additional material or
information necessary for the claimant to perfect the claim and an explanation
of why such material or information is necessary, and (d) a description of
the Plan’s review procedures and the time limits applicable to such procedures,
including a statement of the claimant’s right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on
review.  Such notification will be given
within 90 days after the claim is received by the Plan Administrator, or within
180 days, if the Plan Administrator determines that special circumstances
require an extension of time for processing the claim.  If the Plan Administrator determines that an
extension of time for processing is required, written notice of the extension
will be furnished to the claimant prior to the termination of the initial
90-day period.  The extension notice will
indicate the special circumstances requiring an extension of time and the date
by which the Plan Administrator expects to render a benefit determination.


 


5.2           Review Procedures.  Within 60 days after the receipt of
notification of an adverse benefit determination, a claimant (or the claimant’s
duly authorized representative) may 


 


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file
a written request with the Plan Administrator for a review of the claimant’s
adverse benefit determination and submit written comments, documents, records,
and other information relating to the claim for benefits.  A request for review will be deemed filed as
of the date of receipt of such written request by the Plan Administrator.  A claimant will be provided, upon request and
free of charge, reasonable access to, and copies of, all documents, records,
and other information relevant to the claimant’s claim for benefits.  The Plan Administrator shall take into
account all comments, documents, records, and other information submitted by
the claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.  The Plan Administrator will notify the
claimant of its decision on review in writing. 
Such notification will be written in a manner calculated to be
understood by the claimant and will contain the following: (a) the
specific reason or reasons for the adverse determination, (b) reference to
the specific Plan provisions on which the benefit determination is based, (c) a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits, and (d) a
statement of the claimant’s right to bring a civil action under ERISA
Section 502(a).  The decision on
review will be made within 60 days after the request for review is received by
the Plan Administrator, or within 120 days if the Plan Administrator determines
that special circumstances require an extension of time for processing the
claim.  If the Plan Administrator
determines that an extension of time for processing is required, written notice
of the extension will be furnished to the claimant prior to the termination of
the initial 60-day period.  The extension
notice will indicate the special circumstances requiring an extension of time
and the date by which the Plan expects to render the determination on review.


 


5.3           Disability Claims and Review
Procedures.  If a claim
involves a “disability” determination, the claims and review procedures
described in Sections 5.1 and 5.2 above will apply but the time limits will
differ.  The Plan Administrator will have
45 days to respond to the initial claim, and may extend the 45-day period by up
to 30 days if an extension is necessary and the Plan Administrator notifies the
Executive during the 45-day period of the reasons for the extension and the
date by which the Plan Administrator expects to make a decision.  The response deadline may be extended for an
additional 30-day period if the Plan Administrator requires more time and
notifies the Executive during the first 30-day extension period of the reasons
for the extension and the date by which the Plan Administrator expects to make
a decision.


 


The
Executive will have 180 days after receiving a notice of adverse benefit
determination involving a “disability” determination in which to submit a
request for review of the adverse determination.  The Plan Administrator shall reach a final
decision and notify the Executive in writing of the decision within 45 days
after the date it receives the Executive’s request for review, provided that
the Plan Administrator may extend the response time by up to an additional 45
days by notifying the Executive in writing of the extension.


 


5.4           Legal Actions.  The claims and review
procedures described in this Article 5 must be utilized before a legal
action may be brought against the Employer or the Plan.  Any legal action must be filed within one
year of receiving final notice of a denied claim.  With respect to any decision or determination
of the Plan Administrator that is or was made after a Change in Control, a
reviewing arbitrator or court shall apply a de novo
standard of review.


 


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ARTICLE  6.        SUCCESSORS


 


6.1           Successors to the Corporation.  The Corporation shall require any successor
(whether direct or indirect, by purchase, merger, reorganization,
consolidation, acquisition of property or stock, liquidation, or otherwise) of
all or a significant portion of the stock or assets of the Corporation by
agreement, to expressly assume and agree to maintain the Plan in the same
manner and to the same extent that the Corporation would be required to perform
if no such succession had taken place, subject to Section 8.1 herein.  Regardless of whether such agreement is
executed, the Plan will be binding upon any successor in accordance with the
operation of law and such successor shall be deemed the “Corporation” for
purposes of the Plan.


 


6.2           Assignment by the Executive.  The Plan will inure to the benefit of and be
enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees.  If the Executive dies while any Severance
Benefits still would be owed to the Executive hereunder had the Executive
continued to live, the Employer will continue to provide such Severance
Benefits, unless otherwise provided herein, in accordance with the terms of the
Plan to the Executive’s beneficiary last designated by written instrument
delivered by the Executive to the Employer prior to the date of death.  If no such designated beneficiary survives
the Executive, such amount must be paid to the Executive’s surviving spouse, or
if none, to the Executive’s lawful descendants per stirpes
then living, or if none survive the Executive, to the legal representative of
the Executive’s estate, or if none is appointed within 90 days of the date of
death, to the Executive’s heirs at law under the laws of the state in which the
Executive is domiciled at the date of death.


 


6.3           Payment of Benefits in Case of
Incompetency.  If an
Executive entitled to Severance Benefits becomes physically or mentally
incapable of receiving or acknowledging such Severance Benefits, the Employer
upon receipt of satisfactory evidence of such legal incapacity may, in its sole
discretion, cause such Severance Benefits to be provided to some other person,
persons, or institution on behalf of the Executive.


 


ARTICLE  7.        MISCELLANEOUS


 


7.1           Employment Status.  The Plan is not a contract of employment, and
eligibility under the Plan does not give the Executive the right to be rehired
or retained in the employ of the Employer on a full-time, part-time or any
other basis, or to receive any benefit under any other plan of the
Employer.  Eligibility under the Plan
does not give the Executive any right, claim, or legal entitlement to any
Severance Benefits, unless that right or claim has specifically accrued under
the terms of the Plan.


 


7.2           No Reinstatement.  By accepting Severance Benefits, the
Executive waives any reinstatement or future employment with the Employer and
agrees never to apply for employment or otherwise seek to be hired, rehired,
employed, reemployed, or reinstated by the Employer.


 


7.3           Effect of Receiving Severance
Benefits.  Except as
set forth in Appendix C, an Executive’s receipt of Severance Benefits does not
constitute any sort of extension or perpetuation of employment beyond the
Executive’s actual date of employment termination.


 


11

















 


7.4           Ethical Standards.  By accepting Severance Benefits, the
Executive acknowledges and agrees that he or she has been given an adequate
opportunity to advise the Employer’s human resources, legal, or other relevant
management division, and has so advised such division in writing, of any facts
that the Executive is aware of that constitute or might constitute a violation
of any ethical, legal or contractual standards or obligations of the
Corporation or any Affiliate.  The
Executive further acknowledges and agrees that the Executive is not aware of
any existing or threatened claims, charges, or lawsuits that he or she has not
disclosed to the Employer.


 


7.5           Interests
Not Transferable.  The interests of persons entitled to Severance
Benefits are not subject to their debts
or other obligations and, except as may be required by the tax withholding
provisions of the Code or any state’s income tax act, or pursuant to an
agreement between the Executive and an Employer, may not be voluntarily sold,
transferred, alienated, assigned, or encumbered.


 


7.6           Entire Plan.  The Plan contains the entire understanding of
the Employer and the Executive with respect to the subject matter herein.  The Severance Benefits shall be in lieu of
and reduced by any severance, notice, termination pay or the like that may be
payable under any plan or practice of the Employer, or that may be payable by
any Federal, state, local, or foreign law, statute, regulation, ordinance, or
the like (including the WARN Act or any similar state or foreign law).  Any Severance Benefits will be offset against
any severance, notice, or termination pay required to be paid by the
Corporation or its Affiliates pursuant to federal, state, or local law or
ordinance.


 


7.7           Conflicting Plans.  The Plan supersedes any other generally
applicable severance-related plan or policy of the Employer in effect on the
date the Corporation adopts the Plan. 
Payments or benefits provided to an Executive under any Retirement
Benefit Plan, Health and Welfare Benefit Plan or other employee benefit plan
are governed solely by the terms of that plan. 
Any obligations or duties of an Executive pursuant to any separate non-competition
or other agreement with an Employer will be governed solely by the terms of
that agreement, and will not be affected by the terms of the Plan, except to
the extent that agreement expressly provides otherwise.  Severance Benefits are not taken into account
for purposes of contributions or benefits under any other employee benefit
plans, except as expressly provided therein or in Appendix C.  Further, the period of coverage under any
employee benefit plan is not extended due to the provision of Severance
Benefits.


 


7.8           Notices.  All notices, requests, demands, and other
communications hereunder shall be sufficient if in writing and shall be deemed
to have been duly given if delivered by hand or if sent by registered or
certified mail to the Executive at the last address the Executive has filed in
writing with the Employer or, in the case of the Employer, at its principal
offices, with attention to the “Plan Administrator of the CBOE Holdings, Inc.
Executive Severance Plan.”


 


7.9           Tax Withholding.  The Employer shall withhold from any Severance
Benefits all Federal, state, city, or other taxes as legally required to be
withheld, as well as any other amounts authorized or required by policy,
including, but not limited to, withholding for garnishments and judgments or
other court orders.


 


12

















 


7.10         Severability.  In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity will
not affect the remaining parts of the Plan, and the Plan must be construed and
enforced as if the illegal or invalid provision had not been included.  Further, the captions of the Plan are not
part of the provisions herein and will have no force or effect.


 


Notwithstanding
anything in the Plan to the contrary, the Employer shall have no obligation to
provide any Severance Benefits to the Executive hereunder to the extent, but
only to the extent, that such provision is prohibited by the terms of any final
order of a Federal, state, or local court or regulatory agency of competent
jurisdiction, provided that such an order shall not affect, impair, or
invalidate any provision of the Plan not expressly subject to such order.


 


7.11         Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein includes the feminine, the plural
includes the singular and the singular includes the plural.


 


7.12         Applicable Law.  To the extent not preempted by the laws of
the United States, the laws of the State of Illinois will be the controlling
law in all matters relating to the Plan without giving effect to principles of
conflicts of laws.  The jurisdiction and
venue for any disputes arising under, or any action brought to enforce, or
otherwise relating to, the Plan will be exclusively in the courts in State of
Illinois, Cook County, including the Federal Courts located therein (should
Federal jurisdiction exist).


 


7.13         Action by Corporation.  Any action required of or permitted to be
taken by the Corporation under the Plan must be by written resolution of the
Board, by written resolution of a duly authorized committee of the Board, by a
person or persons authorized by resolutions of the Board, or by a duly
authorized committee.


 


7.14         Plan Funding.  The Employer will provide
all Severance Benefits due and owing directly out of its general assets.  To the extent that an Executive acquires a
right to receive Severance Benefits, such right shall be no greater than the
right of an unsecured general creditor of the Employer.  Nothing herein contained may require or be
deemed to require, or prohibit or be deemed to prohibit, the Employer to
segregate, earmark, or otherwise set aside any funds or other assets, in trust
or otherwise, to provide for any Severance Benefits.


 


ARTICLE  8.        AMENDMENT
AND TERMINATION


 


8.1           Amendment and Termination.  The Corporation reserves the right, on a
case-by-case basis or on a general basis, to amend the Plan at any time and to
thereby alter, reduce or eliminate any benefit under the Plan, in whole or in
part, at any time; provided  that


 


(a)           No amendment or
termination of the Plan that has the effect of (i) removing an Executive
from the list of Executives Eligible to Participate in the Plan contained in
Appendix A or Appendix C hereto, (ii) eliminating or reducing the amount
of benefits payable (if any) to any Executive, or (iii) adversely
affecting the benefits or rights of an Executive under the Plan, may be,
without the express written consent of such Executive, retroactive or effective
until the date that is two years after the later of (A) the date the
Corporation adopts such amendment or termination or (B) the date the
Corporation provides written notice of such amendment or termination to the
affected 


 


13

















 


Executive(s) (with
the later of such dates referred to herein as the “Amendment Effective Date”);
provided that any such amendment or termination shall not eliminate or reduce
any benefit with respect to any termination of employment that occurs on or
before the Amendment Effective Date; and


 


(b)           If a Change in
Control occurs before the Amendment Effective Date, then the effective date of
an amendment described in Section 8.1(a) or termination of the Plan
shall be postponed as to the affected Executive(s) until the date that is
one year after the Change in Control occurs. 
For the avoidance of doubt, if the Corporation amended the Plan (and
gave notice) on January 1, 2012, to remove Executive A from the list of
Executives Eligible to Participate in the Plan, a Change in Control occurred on
December 1, 2013, and Executive A experienced an Involuntary Termination
on September 1, 2014, Executive A would be entitled to Severance Benefits
under the Plan under the terms and conditions of the Plan in effect immediately
prior to January 1, 2012. 
Furthermore, if a Change in Control occurred on December 1, 2013
and Executive B was terminated by his Employer or a successor employer without
Cause, or if he resigned for Good Reason, at any time within the twelve (12)
month period following the Change in Control, then Executive B would be
entitled to Severance Benefits under the Plan under the terms and conditions of
the Plan in effect on December 1, 2013, subject to the provisions of this Section 8.1(b).


 


8.2           Notice of Amendment or
Termination.  The Corporation
will notify the Executives, including, but not limited to, Executives receiving
Severance Benefits, of any material amendment or termination of the Plan within
a reasonable time.


 


14

















 


Appendix A


 


Executives Eligible to Participate in the


CBOE Holdings, Inc. Executive Severance Plan


 


Richard G. DuFour


 


Gerald T. O’Connell


 


Edward L. Provost


 


Alan J. Dean


 


Philip M. Slocum


 


Timothy H. Thompson


 


Joanne Moffic-Silver


 


Patrick Fay


 


No
amendment or termination of the Plan that has the effect of removing an
Executive from this Appendix A may be, without the express written consent of
such Executive, (a) effective until the date that is two years after the
later of adoption of such amendment or termination or written notice of such
amendment or termination to the affected Executive(s), or (b) retroactive;
provided that any such amendment or termination shall not eliminate or reduce
any benefit with respect to any termination of employment that occurs on or before
such amendment or termination becomes effective.


 

















 


Appendix B


 


ADDITIONAL INFORMATION FOR SUMMARY PLAN DESCRIPTION


 


This
Appendix B, together with the Plan document, constitutes the summary plan
description of the Plan.  References in
this Appendix B to “you” or “your” are references to the Executive.  Any term capitalized but not defined in this
Appendix B will have the meaning set forth in the Plan.


 


YOUR
RIGHTS UNDER ERISA


 


As
a participant in the Plan, you are entitled to certain rights and protections
under ERISA.  ERISA provides that all
Plan participants shall be entitled to:


 


·      Receive
information about the Plan and benefits offered under the Plan.


 


·      Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, all documents governing the Plan, and a copy of the latest annual
report filed by the Plan with the U.S. Department of Labor and available at the
Public Disclosure Room of the Employee Benefit Security Administration.


 


·      Obtain, upon
written request to the Plan Administrator, copies of documents governing the
operation of the Plan, and copies of the latest annual report and updated
summary plan description.  The Plan
Administrator may make a reasonable charge for the copies.


 


PRUDENT
ACTION BY PLAN FIDUCIARIES


 


In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan.  The people who operate your Plan, called
fiduciaries of the Plan, have a duty to do so prudently and in the interest of
you and other Plan participants and beneficiaries.  No one, including the Employer, or any other
person, may fire you or otherwise discriminate against you in any way to
prevent you from exercising your rights under ERISA.


 


ENFORCE
YOUR RIGHTS


 


If
your claim for a benefit is denied or ignored in whole or in part, you have a
right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time
schedules.


 


Under
ERISA, there are steps you can take to enforce the above rights.  For instance, if you request a copy of Plan
documents or the latest annual report from the Plan and do not receive them
within 30 days, you may file suit in a Federal court.  In such a case, the court may require the
Plan Administrator to provide the materials and pay you up to $110 a day until
you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator.  If you have a claim for benefits that is
denied or ignored, in whole or in part, you may file suit in a state or Federal
court.  If you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. 
The court will decide who should pay court costs and legal fees.  If you are successful, the court may order
the person you have sued to pay these costs and fees.  If you lose, 


 
















 


the
court may order you to pay these costs and fees, for example, if it finds your
claim is frivolous.


 


ASSISTANCE
WITH YOUR QUESTIONS


 


If
you have any questions about the Plan, you should contact the Plan
Administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Plan Administrator, you should
contact the nearest office of the Employee Benefits Security Administration,
U.S. Department of Labor, listed in your telephone directory or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210.  You also may obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.


 


GENERAL
PLAN INFORMATION


 


	
  Plan Sponsor:

  	
   

  	
  CBOE
  Holdings, Inc.

  400
  South LaSalle Street

  Chicago, Illinois
  60605

   

  
	
  Plan Name:

  	
   

  	
  CBOE
  Holdings, Inc. Executive Severance Plan

   

  
	
  Type of Plan:

  	
   

  	
  Welfare
  plan

   

  
	
  Source of Funds:

  	
   

  	
  The
  Employer will pay all benefits due and owing under the Plan directly out of
  its general assets. To the extent that an Executive acquires a right to
  receive benefits under the Plan, such right shall be no greater than the
  right of an unsecured general creditor of the Employer.

   

  
	
  Plan Number:

  	
   

  	
  506

   

  
	
  Corporation’s Employer Identification Number:

   

  	
   

  	
  36-2730838

  
	
  Plan Administrator:

  	
   

  	
  CBOE
  Holdings, Inc.

  400
  South LaSalle Street

  Chicago, Illinois
  60605

  (312)
  786-5600

   

  
	
  Agent for Service of Legal
  Process:

   

  	
   

  	
  Plan
  Administrator

  
	
  Plan Year:

  	
   

  	
  Calendar
  Year

  (January 1
  – December 31)

  



 

















 


	
  Successors:

  	
   

  	
  The
  Corporation shall require any successor (whether direct or indirect, by
  purchase, merger, reorganization, consolidation, acquisition of property or
  stock, liquidation, or otherwise) of all or a significant portion of the
  stock or assets of the Corporation by agreement, to expressly assume and
  agree to maintain the Plan in the same manner and to the same extent that the
  Corporation would be required to perform if no such succession had taken
  place. Regardless of whether such agreement is executed, the Plan will be
  binding upon any successor in accordance with the operation of law and such
  successor shall be deemed the “Corporation” for purposes of the Plan.

  
	
  Binding Legal Contract:

  	
   

  	
  This
  Plan shall be a binding legal contract between the Employer and the
  Executive.

  



 

















 


Appendix C


 


Executives Eligible to Receive Death and Disability Termination
Benefits,


and Subject to Restrictive Covenants


Under the CBOE Holdings, Inc. Executive Severance Plan


 


Subject
to the conditions and limitations of the Plan, an Executive who is set forth on
this Appendix C at the time of employment termination and who experiences an
Involuntary Termination, who dies, or who is terminated due to becoming
Disabled shall be entitled to receive Severance Benefits as set forth in Article 3
of the Plan, or Death Benefits or Disability Termination Benefits as set forth
below.  These Executives also shall be
subject to the restrictive covenants set forth below.


 


C.1          Executives Eligible under
Appendix C.


 


Richard G. DuFour


 


Gerald T. O’Connell


 


Edward L. Provost


 


C.2          Death Benefits.  If the Executive dies, the Employer shall provide
the following “Death Benefits” within 90 days
following the date of death, subject to Section 3.6:  (a) the Executive’s Base Salary through
the date of death, (b) the Pro-Rated Bonus, and (c) the Salary and
Bonus Payment, to the Executive’s beneficiary last designated by written
instrument delivered by the Executive to the Employer prior to the date of
death.  If no such designated beneficiary
survives the Executive, such amount shall be paid to the Executive’s surviving
spouse, or if none, to the Executive’s lawful descendants per stirpes then living, or if none
survive the Executive, to the legal representative of the Executive’s estate,
or if none is appointed within 90 days of the date of death, to the Executive’s
heirs at law under the laws of the state in which the Executive is domiciled at
the date of death.  For Executives
eligible under this Appendix C, the term “Severance Benefits” includes Death
Benefits, subject to the conditions and limitations of the Plan.


 


C.3          Disability Termination
Benefits.  If the Executive is
Disabled for a continuous period of six months, the Employer may terminate the
Executive’s employment upon 30 days prior written notice to the Executive,
and the Employer shall provide the Executive the following “Disability Termination Benefits”: (a) the Executive’s
accrued but unpaid Base Salary through the date of termination, payable in
accordance with the Employer’s normal payroll practice, (b) the Pro-Rated
Bonus, payable within 30 days following the date of termination, subject to Section 3.6,
and (c) the Salary and Bonus Payment, payable within 30 days following the
date of termination, subject to Section 3.6.  For Executives eligible under this Appendix
C, the term “Severance Benefits” includes Disability Termination Benefits,
subject to the conditions and limitations of the Plan.


 


“Disabled” has the meaning set forth in the long-term
disability policy or plan maintained by the Employer for its senior executives
then in effect, provided that the definition of Disabled applied under such a
policy or plan is consistent with the definition of disability or disabled
under Code Section 409A and the regulations and guidance promulgated
thereunder.  In


 

















 


the
absence of such a policy or plan, “Disabled” has the meaning ascribed to such
term under Code Section 409A and the regulations and guidance promulgated
thereunder.


 


C.4          Non-Qualified Plan
Contribution.  Notwithstanding
anything in the Plan to the contrary, for each Executive set forth on this
Appendix C, the Executive’s Salary and Bonus Payment will be deemed
compensation for purposes of any Retirement Benefit Plan, provided that the
Salary and Bonus Payment will be deemed compensation for purposes of any
tax-qualified Retirement Benefit Plan only to the extent permitted by the terms
of such Retirement Benefit Plan and by applicable provisions of the Code.


 


C.5          Appendix C Benefits
Subject to Plan.  The Death
Benefits, Disability Termination Benefits, and Non-Qualified Plan Benefits
described in this Appendix C are subject to the conditions and limitations of
the Plan in all respects.


 


C.6.         Restrictive Covenants.  Executives understand the global nature of
the Employer’s businesses and the effort the Employer undertakes to develop and
protect their business and their competitive advantage.  Accordingly, Executives recognize and agree
that the scope and duration of the restrictions described in the Plan are
reasonable and necessary to protect the legitimate business interests of the
Employer.  Notwithstanding anything in
the Plan to the contrary, all Severance Benefits of Executives covered under
this Appendix C are conditioned expressly on the Executive’s compliance with
each of the restrictive covenants of this Section C.6.  During the period of an Executive’s
employment and for a period of two years following the Executive’s termination
of employment, the Executive shall not:


 


(a)           singly, jointly, or
in any other capacity, in a manner that contributes to any research,
technology, development, account, trading, marketing, promotion, or sales and
that relates to the Executive’s employment with an Employer, directly or
beneficially, manage, join, participate in the management, operation or control
of, or work for (as an employee, consultant or independent contractor), or
permit the use of his name by, or provide financial or other assistance to, any
options exchange regulated by the SEC or alternative trading system that
directly competes with an Employer, without the express written approval of the
Chief Executive Officer and Chairman of the Board of the Corporation;


 


(b)           provide any service
or assistance that (i) is of the general type of service or assistance
provided by the Executive to the Employer, (ii) relates to any technology,
account, product, project or piece of work with which the Executive was
involved during his or her employment, and (iii) contributes to causing an
entity to come within the definition described in Section C.6(a) above;


 


(c)           solicit or accept if
offered to the Executive, with or without solicitation, on his or her own
behalf or on behalf of any other person, the services of any person who is a
then-current employee of the Employer (or was an employee of the Employer
during the year preceding such solicitation), nor solicit any of the Employer’s
then-current employees (or an individual who was employed by or engaged by the
Employer during the year preceding such solicitation) to terminate employment
or an engagement with the Employer, nor agree to hire any then-current employee
(or an individual who was an


 

















 


employee
of the Employer during the year preceding such hire) of the Employer into
employment with the Executive or any company, individual or other entity;


 


(d)           directly or
indirectly divert or attempt to divert from the Employer any business in which
the Employer has been actively engaged during the Executive’s employment, nor
interfere with the relationships of the Employer or with their sources of
business;


 


(e)           directly or
indirectly, make any statements, written or verbal, or cause or encourage
others to make any statements, written or verbal, that defame or disparage the
business reputation, practices, or conduct of the Corporation, its employees,
directors, or officers.  The Executive
acknowledges and agrees that this prohibition extends to statements, written or
verbal, made to anyone, including but not limited to the news media, investors,
potential investors, industry analysts, competitors, strategic partners,
vendors, employees (past and present), and customers; or


 


(f)            Nothing in this Section C.6
shall prohibit or restrict an Executive who is licensed to practice law from
providing legal advice and counseling, or other advice and counseling
incidental thereto, as an officer, employee, consultant, independent contractor
or otherwise, to an options exchange regulated by the SEC or alternative
trading system that directly competes with an Employer.


 


C.7          Confidentiality.  The Executives recognize that the Employer
may disclose secret or confidential information to the Executive during the
period of the Executive’s employment to enable the Executive to perform his or
her duties.  Subject to the following
sentence, an Executive shall not during his or her employment (except in
connection with the proper performance of his or her duties) and thereafter, without
the prior written consent of the Employer, disclose to any person or entity any
material or significant secret or confidential information concerning the
business of the Employer that was obtained by the Executive in the course of
the Executive’s employment.  This Section shall
not be applicable if and to the extent the Executive is required to testify in
a legislative, judicial or regulatory proceeding pursuant to an order of
Congress, any state or local legislature, a judge, or an administrative law
judge, or if such secret or confidential information is required to be
disclosed by the Executive by any law, regulation or order of any court or
regulatory commission, department or agency; provided, however, that the
Executive shall provide the Employer with prompt notice thereof so that the
Employer may seek an appropriate protective order and/or waive compliance with
this Section with respect to such requirement.  In the absence of a protective order or the
receipt of waiver hereunder, if the Executive is nonetheless, in the opinion of
the Executive’s counsel, compelled to furnish the Employer’s confidential
information to any third party or else stand liable for contempt or suffer
other censure or penalty, such party may furnish such information without
liability under this Section or otherwise. 
The Executive further agrees that if the Executive’s employment is
terminated for any reason, the Executive will not take, but will leave with the
Employer, all records and papers and all matter of whatever nature that bears
secret or confidential information of the Employer.  For purposes of this Plan, the term “secret
or confidential information” shall include, but not be limited to, any and all
records, notes, memoranda, data, writings, research, personnel information,
customer information, clearing members’ information, the Employer’s financial
information and plans, processes, methods, techniques, systems, formulas,
patents, models, devices, compilations or any other information


 

















 


of
whatever nature in the possession or control of the Employer, that has not been
published or disclosed to the general public, the options industry or the
commodities futures industry, provided that such term shall not include
knowledge, skills, and information that is common to the trade or profession of
the Executive.


 


C.8          Judicial Modification.  If the final judgment of a court of competent
jurisdiction declares that any term or provision of Section C.6 or C.7 is
invalid or unenforceable, the Employer and the Executive intend that (a) the
court making the determination of invalidity or unenforceability shall have the
power to reduce the scope, duration, or geographic area of the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid
or unenforceable term or provision, (b) the Employer and the Executive
shall request that the court exercise that power, and (c) the Plan shall
be enforceable as so modified after the expiration of the time within which the
judgment or decision may be appealed.


 


C.9          Remedies.  If an Executive violates or threatens to
violate any provisions of Sections C.6 or C.7 of the Plan, the Employer or
its successors in interest shall be entitled, in addition to any other remedies
that they may have, including money damages, to an injunction to be issued by a
court of competent jurisdiction restraining the Executive from committing or
continuing any violation of Sections C.6 or C.7.  In the event that the Executive is found to
have breached any provision set forth in Section C.6 or C.7 of the Plan,
the time period provided for in that provision shall be deemed tolled (i.e., it will not begin to run) for so long as the Executive
was in violation of that provision.


 
















 


Appendix D


 


Special Provisions for the Termination of Certain Named Executives


Under the CBOE Holdings, Inc. Executive Severance Plan


 


1.                                       Notwithstanding
any other provisions of the Plan to the contrary, the Employer may terminate
the employment of Timothy Thompson of the Employer’s Regulatory Services
Division or Joanne Moffic-Silver of the Employer’s Legal Division only after
the Employer has consulted with its Regulatory Oversight Committee.


 


2.                                       Any stock
options, restricted stock or other stock-based awards granted to Richard G.
DuFour (“DuFour”) under the CBOE Holdings, Inc. Long-Term Incentive Plan,
or any similar or successor plan, shall provide, among other things, that (a) all
options, stock or other awards shall vest upon DuFour’s retirement after
attaining age sixty-five (65) and (b) DuFour may exercise all vested
options thereafter for the remainder of their term.


 

















 


Appendix E


 


RELEASE OF CLAIMS


 


THIS
RELEASE OF CLAIMS (“Release”) is made and entered into this
           day of
                          ,
20    , to be effective as of
                                    
(the “Effective Date”), by and between CBOE HOLDINGS, INC, a Delaware
corporation (“CBOE”), and
                            ,
a resident of the State of Illinois (the “Executive”)


 


1.                                       In
consideration of CBOE’s agreement to provide Executive with the severance pay
and benefits, described in the CBOE Holdings, Inc. Executive Severance
Plan (the “Plan”), to which Executive is not otherwise entitled and the
sufficiency of which Executive acknowledges, Executive does hereby fully,
finally and unconditionally release and forever discharge CBOE, its parent
corporation, subsidiaries and affiliates, and each of their former and current
officers, directors, employees, members, representatives and agents and all of
their respective predecessors, successors, and assigns (collectively “Released
Parties”), in their personal, corporate and representative capacities, from any
and all rights, claims, liabilities, obligations, damages, costs, expenses,
attorneys’ fees, suits, actions, and demands, of any and every kind, nature and
character, known or unknown, liquidated or unliquidated, absolute or
contingent, in law and in equity, enforceable or arising under any local, state
or federal common law, statute or ordinance relating to your past employment
with CBOE or any past actions, statements, or omissions of CBOE or any of the
Released Parties occurring prior to your execution of this Agreement, including
but not limited to all claims for defamation, wrongful termination, back pay
and benefits, pain and suffering, negligent or intentional infliction of
emotional distress, breach of contract, and interference with contractual
relations, tort claims, employment discrimination claims, and all claims arising
under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”),
Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of
1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981), the Family
and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the
Americans with Disabilities Act, the Older Workers Benefit Protection Act, the
Illinois Human Rights Act, the Workers Adjustment and Retraining Act, and the
Chicago and Cook County Human Rights Ordinances, and any other statutory,
contract, implied contract, or common law claim arising out of or involving
your employment, the termination of your employment, or any continuing effects
of your employment with CBOE.


 


2.                                       Executive
agrees not to sue CBOE or any of the Released Parties with respect to rights
and claims covered by this release.  If
any government agency or court assumes jurisdiction of any charge, complaint,
or cause of action covered by this release, Executive will not seek and will
not accept any personal equitable or monetary relief in connection with such
investigation, action, suit, or legal proceeding.


 


3.                                       Executive has
forty-five (45) days (until
                        )
within which to consider this Agreement, although Executive may accept it at
any time within those forty-five (45) days. 
Once Executive has signed this Agreement, Executive will still have
seven (7) days in which to revoke his acceptance of the ADEA portion of
the release by notifying 

















 


CBOE,
and specifically, Deborah Woods, Human Resources Department.  The ADEA portion of the release will not be
effective or enforceable until the seven (7) day revocation period has
expired.  If the ADEA portion of the
Release is revoked, the remainder of this Release shall remain in full force
and effect as to all of its terms except for the release of claims under the
ADEA, and CBOE will have three (3) business days to rescind the entire
Release by so notifying Executive.


 


4.                                       Executive
agrees that he will continue to be governed by those obligations arising under Section [C.6]
of the Plan, which is incorporated by reference herein, shall not be released,
shall be unaffected hereby, and shall remain in full force and effect.


 


5.                                       This Release
shall be binding upon and inure to the benefit of CBOE and its successors and
assigns and Executive and his heirs, executors and administrators.


 


6.                                       This Release
shall be construed and interpreted under the laws of the State of Illinois to
the extent not preempted by applicable laws of the United States.


 


By
signing this Agreement, Executive acknowledges and understands that this
release does not imply that CBOE has done anything unlawful or wrong.


 


	
  CBOE
  HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  EXECUTIVE

  
	
  Its:

  	
   

  	
   

  	
   

  



 

















 


Appendix A Executives


 


CBOE HOLDINGS, INC. EXECUTIVE SEVERANCE PLAN


 


ACKNOWLEDGMENT AND ACCEPTANCE OF


THE TERMS AND CONDITIONS OF THE PLAN


 


CBOE Holdings, Inc.
(the “Corporation”) has
established the CBOE Holdings, Inc. Executive Severance Plan (the “Plan”). 
The Plan provides severance payments and benefits to certain eligible
executives in the event of employment termination by the Corporation without “cause,”
termination by the executive for “good reason,” (each as defined in the
Plan).  You are eligible to participate
in the Plan.


 


By the signatures below
of the representative of the Corporation and the Executive named herein, the
Corporation and the Executive agree that the Corporation hereby designates the
Executive as eligible to participate in the Plan, and the Executive hereby
acknowledges and accepts such participation, subject to the terms and
conditions of the Plan, and agrees to the terms of the Plan, which is attached
hereto and made a part hereof.


 


	
  Name of Executive:

  	
   

  	
  «FirstName» «LastName»

  
	
   

  
	
  Date of Eligibility and
  Participation:

  	
   

  	
  «Date  2»

  
					



 


At Will Employment. 
Nothing in this Acknowledgement and Acceptance or in the Plan confers
upon the Executive any right to continue in employment for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation or of the Executive, which rights are hereby expressly
reserved by each, terminate the Executive’s employment at any time for any
reason.


 


Amendment and Termination
of Plan.  The Corporation reserves the right, on a
case-by-case basis or on a general basis, to amend the Plan in accordance with Section 8.1.  No amendment or termination of the Plan that
has the effect of removing an Executive from Appendix A may be, without the
express written consent of such Executive, (a) effective until a date that
is two years after the later of adoption of such amendment or termination or
written notice of such amendment or termination to the affected Executive(s);
or (b) retroactive.  No amendment or
termination shall eliminate or reduce any benefit with respect to any Executive
who experiences a termination of employment that occurs on or before such
amendment or termination becomes effective.


 


	
  EXECUTIVE:

  	
   

  	
  CBOE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
  Title:

  	
   

  



 


Attachment:


CBOE
Holdings, Inc. Executive Severance Plan


 

















 


Appendix C Executives


 


CBOE HOLDINGS, INC. EXECUTIVE SEVERANCE PLAN


 


ACKNOWLEDGMENT AND ACCEPTANCE OF


THE TERMS AND CONDITIONS OF THE PLAN


 


CBOE Holdings, Inc.
(the “Corporation”) has
established the CBOE Holdings, Inc. Executive Severance Plan (the “Plan”). 
The Plan provides severance payments and benefits to certain eligible
executives in the event of employment termination by the Corporation without “cause,”
termination by the executive for “good reason,” termination due to the death,
and termination due to “disability” (each as defined in the Plan).  You are eligible to participate in the Plan.


 


By the signatures below
of the representative of the Corporation and the Executive named herein, the
Corporation and the Executive agree that the Corporation hereby designates the
Executive as eligible to participate in the Plan, and the Executive hereby
acknowledges and accepts such participation, subject to the terms and
conditions of the Plan, and agrees to the terms of the Plan, which is attached
hereto and made a part hereof.


 


	
  Name of Executive:

  	
   

  	
  «FirstName» «LastName»

  
	
   

  
	
  Date of Eligibility and
  Participation:

  	
   

  	
  «Date  2»

  
					



 


At Will Employment. 
Nothing in this Acknowledgement and Acceptance or in the Plan confers
upon the Executive any right to continue in employment for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation or of the Executive, which rights are hereby expressly
reserved by each, terminate the Executive’s employment at any time for any
reason.


 


Amendment and Termination
of Plan.  The Corporation reserves the right, on a
case-by-case basis or on a general basis, to amend the Plan in accordance with Section 8.1.  No amendment or termination of the Plan that
has the effect of removing an Executive from Appendix A may be, without the
express written consent of such Executive, (a) effective until a date that
is two years after the later of adoption of such amendment or termination or
written notice of such amendment or termination to the affected Executive(s);
or (b) retroactive.  No amendment or
termination shall eliminate or reduce any benefit with respect to any Executive
who experiences a termination of employment that occurs on or before such
amendment or termination becomes effective.


 


	
  EXECUTIVE:

  	
   

  	
  CBOE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
  Title:

  	
   

  



 


Attachment:


CBOE
Holdings, Inc. Executive Severance Plan