Exhibit 10.2


 


(For Non-Employee
Directors)


 


CBOE HOLDINGS,
INC. LONG-TERM INCENTIVE PLAN


RESTRICTED STOCK
AWARD AGREEMENT


 


This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is dated
effective                               ,
2010 (the “Award Date”), and is between CBOE Holdings, Inc. (the “Corporation”)
and                               
(“Participant”).  Any term capitalized
but not defined in this Agreement will have the meaning set forth in the CBOE
Holdings, Inc. Long-Term Incentive Plan (the “Plan”).


 


1.                                       Award.  The
Corporation hereby awards to Participant                     
shares of Stock (the “Award”).  The Award
will be subject to the terms and conditions of the Plan and this
Agreement.  The Award constitutes the
right, subject to the terms and conditions of the Plan and this Agreement, to
distribution of shares of Stock (the “Restricted Stock”).  It is the parties’ intention that the value of
the Award per share of Restricted Stock will be the price to the public in the
initial Public Offering of the Corporation.


 


2.                                       Rights as Stockholder. 
On and after the Award Date, and except to the extent provided in Section 5,
during any period in which shares of Stock acquired pursuant to this Agreement
remain subject to vesting conditions, Participant shall have all of the rights
of a stockholder of the Corporation holding shares of Stock, including the
right to vote such shares and to receive all dividends and other distributions
paid with respect to such shares, provided that in the event of a dividend or
distribution paid in shares of Stock or other property or any other adjustment
made upon a change in the capital structure of the Corporation as described in Section 3.2
of the Plan, any and all new, substituted or additional securities or other
property (other than normal cash dividends) to which Participant is entitled by
reason of the Restricted Stock shall be immediately subject to the same vesting
conditions as the Restricted Stock with respect to which such dividends or
distributions were paid or adjustments were made.  If Participant forfeits any rights he or she
may have under this Agreement in accordance with Section 3, Participant
shall, on the day of the event of forfeiture, no longer have any rights as a stockholder
with respect to the Restricted Stock or any interest therein and Participant
shall no longer be entitled to vote or receive dividends on such Stock.


 


3.                                       Vesting; Effect of Termination of Service.


 


(a)           Subject to Sections 3(b) and 3(c) below,
Participant’s Restricted Stock will become vested (i) 25% on the first
one-year anniversary of the Award Date, so long as Participant has remained in
Service continuously until such date, (ii) 25% on the second anniversary
of the Award Date, so long as Participant has remained in Service continuously
until such date, (iii) 25% on the third anniversary of the Award Date, so
long as Participant has remained in Service continuously until such date, and (iv) 25%
on the fourth anniversary of the Award Date, so long as Participant has
remained in Service continuously until such date.


 

















 


(b)           The Restricted Stock will become 100%
fully vested upon the earliest of (i) Participant’s death, (ii) Participant’s
Disability, (iii) a Change in Control, or (iv) Participant’s
termination of Service due to a reduction in the size of the Board, in each
case if prior to any forfeiture event under Section 3(c) below.


 


(c)           If Participant terminates Service for
any reason except as set forth in Section 3(b) above, and before all
of his or her Restricted Stock has become vested under this Agreement,
Participant’s Restricted Stock that has not become vested will be forfeited on
and after the effective date of such termination.  Neither the Corporation nor any Affiliate
will have any further obligations to Participant under this Agreement if
Participant’s Restricted Stock is forfeited.


 


4.                                       Terms and Conditions of Distribution.  The
Corporation will distribute the Restricted Stock as soon as practicable after
all the Restricted Stock becomes vested. 
If Participant dies before the Corporation has distributed vested
Restricted Stock, the Corporation will distribute such Restricted Stock to
Participant’s designated beneficiary(ies) or, if none are designated or
surviving, to Participant’s estate or personal representative.  The Corporation will distribute the vested
Restricted Stock no later than six months after Participant’s death.


 


(a)           The Corporation will not make any distribution
under this Section 4 before the first date the Restricted Stock may be
distributed to Participant without penalty or forfeiture under Federal or state
laws or regulations governing short swing trading of securities.  In determining whether a distribution would
result in such a penalty or forfeiture, the Corporation and the Committee may
rely upon information reasonably available to them or upon representations of
Participant’s legal or personal representative.


 


(b)           The Corporation is not required to
issue or deliver any Restricted Stock before completing the steps necessary to
comply with applicable Federal and state securities laws (including any
registration requirements) and applicable stock exchange rules and
practices.  The Corporation will use
commercially reasonable efforts to cause compliance with those laws, rules and
practices.


 


5.                                       Nontransferability.  The
Restricted Stock may not be sold, transferred, exchanged, pledged, assigned,
garnished, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, or pursuant to a domestic relations order (as
defined in Code Section 414(p)).  Any
effort to assign or transfer the rights under this Agreement will be wholly
ineffective, and will be grounds for termination by the Committee of all rights
of Participant under this Agreement.


 


6.                                       Administration. 
The Committee administers the Plan. 
Participant’s rights under this Agreement are expressly subject to the
terms and conditions of the Plan and to any guidelines the Committee adopts
from time to time.  The interpretation
and construction by the Committee of the Plan and this Agreement, and such rules and
regulations as may be adopted by the Committee for purposes of administering
the Plan and this Agreement, will be final and binding upon Participant.


 


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7.                                       Securities Law Requirements.  If
at any time the Board or Committee determines that issuing Stock pursuant to
this Agreement would violate applicable securities laws, the Corporation will
not be required to issue such Stock.  The
Board or Committee may declare any provision of this Agreement or action of its
own null and void, if it determines the provision or action fails to comply
with applicable securities laws.  The Corporation
may require Participant to make written representations it deems necessary or
desirable to comply with applicable securities laws.


 


8.                                       Lock-Up Provisions.  Participant,
if required by the Corporation and the managing underwriter of the Corporation’s
initial registered public offering of Stock, shall agree not to offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, make any short sale of, loan, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Stock acquired under this Agreement or other
securities of the Corporation held by such holder or enter into any swap or
similar agreement that transfers, in whole or in part, the economic risk of
ownership of any such securities, whether any such transaction is to be settled
by the delivery of any shares of Stock acquired under this Agreement or other
securities of the Corporation, in cash or otherwise, during the period
specified by the Corporation.


 


9.                                       Section 83(b) Election.  Participant may make an election under Code Section 83(b) (the
“Section 83(b) Election”) with respect to the Restricted Stock.  A form of a Section 83(b) Election
is attached to this Agreement as Exhibit A.  If Participant elects to make a Section 83(b) Election,
Participant shall submit a copy of an executed version and satisfactory
evidence of the contemporaneous filing of the executed election form with the U.S.
Internal Revenue Service.  Participant
hereby agrees to assume full responsibility for ensuring that the Section 83(b) Election
is actually and timely filed with the U.S. Internal Revenue Service and all tax
consequences resulting from making such Section 83(b) Election.


 


10.                                 Representations and Warranties. 
Participant represents and warrants to the Corporation that Participant
has received a copy of the Plan and this Agreement, has read and understands
the terms of the Plan and this Agreement, and agrees to be bound by their terms
and conditions in all respects.


 


11.                                 No Limitation on the Corporation’s Rights. 
This granting of Restricted Stock under this Agreement shall not and
will not in any way affect the Corporation’s right or power to make
adjustments, reclassifications or changes in its capital or business structure
or to merge, consolidate, reincorporate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.


 


12.                                 Plan and Agreement Not a Contract of Service. 
Neither the Plan nor this Agreement is a contract of Service, and no
terms of Participant’s Service will be affected in any way by the Plan, this
Agreement or related instruments, except to the extent specifically expressed
therein.  Neither the Plan nor this
Agreement will be construed as conferring any legal rights of Participant to continue
to remain in Service, nor will it interfere with the Corporation’s or any Affiliate’s
right to discharge Participant or to deal with Participant regardless of the
existence of the Plan or this Agreement.


 


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13.                                 Entire Agreement and Amendment. 
This Agreement and the Plan constitute the entire agreement between the
parties hereto with respect to the Restricted Stock, and all prior oral and
written representations are merged in this Agreement and the Plan.  Notwithstanding the preceding sentence, this
Agreement shall not in any way affect the terms and provisions of the
Plan.  This Agreement may be amended,
modified, or terminated only in accordance with the Plan.  The headings in this Agreement are inserted
for convenience and identification only and are not intended to describe,
interpret, define or limit the scope, extent, or intent of this Agreement or
any provision hereof.


 


14.                                 Notice.  Any notice or
other communication required or permitted under this Agreement must be in
writing and must be delivered personally, sent by certified, registered or
express mail, or sent by overnight courier, at the sender’s expense.  Notice will be deemed given (a) when
delivered personally or, (b) if mailed, three days after the date of
deposit in the United States mail or, (c) if sent by overnight courier, on
the regular business day following the date sent.  Notice to the Corporation should be sent to CBOE
Holdings, Inc., 400 South LaSalle Street, Chicago, Illinois 60605,
Attention: General Counsel.  Notice to
Participant should be sent to the address set forth on the Corporation’s
records.  Either party may change the
address to which the other party must give notice under this Section 14 by
giving the other party written notice of such change, in accordance with the
procedures described above.


 


15.                                 Successors and Assigns.  The
terms of this Agreement will be binding upon the Corporation and its successors
and assigns.


 


16.                                 Governing Law.  To
the extent not preempted by Federal law, the Plan, this Agreement, and
documents evidencing rights relating to the Plan or this Agreement will be
construed, administered and governed in all respects under and by the laws of
the State of Delaware, without giving effect to its conflict of laws
principles.  If any provision of this
Agreement will be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof will continue to be fully
effective.  The jurisdiction and venue
for any disputes arising under, or any action brought to enforce (or otherwise
relating to), this Agreement will be exclusively in the courts in the State of
Illinois, County of Cook, including the Federal Courts located therein (should
Federal jurisdiction exist).


 


17.                                 Plan Document Controls. 
The rights granted under this Agreement are in all respects subject to
the provisions set forth in the Plan to the same extent and with the same
effect as if set forth fully in this Agreement. 
If the terms of this Agreement conflict with the terms of the Plan
document, the Plan document will control.


 


18.                                 Counterparts. 
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.


 


19.                                 Waiver; Cumulative Rights. 
The failure or delay of either party to require performance by the other
party of any provision of this Agreement will not affect its right to require
performance of such provision unless and until such performance has been waived
in 


 


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writing.  Each right under this Agreement is cumulative
and may be exercised in part or in whole from time to time.


 


20.                                 Tax Consequences.  Participant
agrees to determine and be responsible for all tax consequences to Participant
with respect to the Restricted Stock.


 


IN
WITNESS WHEREOF, the Corporation and Participant have duly executed this
Agreement as of the date first written above.


 


	
   

  	
   

  	
  CBOE
  Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Participant’s
  Name

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant’s
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant’s
  Address for notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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(For Non-Employee
Directors)


 


EXHIBIT A


 


ELECTION
TO INCLUDE VALUE OF


RESTRICTED
PROPERTY IN GROSS INCOME


IN YEAR
OF TRANSFER UNDER CODE § 83(b)


 


The undersigned (the “Taxpayer”) hereby elects pursuant to
§ 83(b) of the Internal Revenue Code of 1986, as amended, to include
the restricted property described below in his/her gross income for the tax
year ending December 31, 2010 and supplies the following information in
accordance with the regulations promulgated thereunder:


 


1.              The name, address and
taxpayer identification number of the Taxpayer are:


 


Name:


 


Address:


 


SSN Number:


 


2.              Description of property
with respect to which the election is being made:


 


                                         
shares of common stock (the “Stock”)
of CBOE Holdings, Inc. (the “Corporation”).


 


3.              The date on which property
was transferred is June       , 2010.


 


The taxable year
to which this election relates is calendar year 2010.


 


4.              The nature of the
restriction(s) to which the property is subject.


 


The property is subject
to vesting restrictions and will become vested (i) 25% on the first
one-year anniversary of the award date, (ii) 25% on the second anniversary
of the award date, (iii) 25% on the third anniversary of the award date,
and (iv) 25% on the fourth anniversary of the award date, so long as Taxpayer
has remained in Service continuously until each applicable date.


 


5.              Fair market value:


 


The fair market value at
time of transfer (determined without regard to any restrictions other than
restrictions which by their terms will never lapse) of the property with
respect to which this election is being made is $                    
per share of Stock.


 


6.              Furnishing statement to Corporation:


 


A copy of this statement
has been furnished to the Corporation.


 


	
   

  	
  Dated:                                ,
  2010

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer’s
  Signature

  	
   

  



 

















 


This
election must be filed with the Internal Revenue Service Center with which the
Taxpayer files his Federal income tax returns and must be filed within 30 days
after the date of purchase.  This filing
should be made by registered or certified mail, return receipt requested.  The taxpayer must retain two copies of the
completed form for filing with his Federal and State tax returns for the
current tax year and an additional copy for his records.


 


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