EXHIBIT 10.13


 


The CORPORATEplan for RetirementSM


EXECUTIVE PLAN


 


Adoption Agreement


 


IMPORTANT
NOTE


 


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


 




	
  Plan Number: 44314

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  12/12/2008

  
	
  © 2007 Fidelity
  Management & Research Company

  






 

















 


ADOPTION
AGREEMENT


ARTICLE 1




1.01                           PLAN INFORMATION


 


(a)                                  Name of Plan:


 


This is the Chicago Board Option Exchange Executive Retirement Plan
(the “Plan”).


 


(b)                                 Plan Status (Check one.):


 


(1)                                  Adoption Agreement effective date:  01/01/2009.


 


(2)                                  The Adoption Agreement effective date is (Check (A) or check and complete (B)):


 


(A)                               ̈                                    A new Plan effective date.


 


(B)                                x                               An amendment and restatement of the Plan.  The original effective date of the Plan
was:  02/16/2005.


 


(c)                                  Name of Administrator, if not the
Employer:


 


 


 


1.02                           EMPLOYER


 


(a)                                  Employer Name:  Chicago Board Options Exchange, Inc.


 


(b)                                 The term “Employer” includes the
following Related Employer(s) (as defined in Section 2.01(a)(25))
participating in the Plan:


 


 


 


 


1.03                           COVERAGE


 


(Check (a) and/or (b).)


 


(a)          x          The
following Employees are eligible to participate in the Plan (Check (1) or (2)):


 

















 


(1)           ̈            Only
those Employees designated in writing by the Employer, which writing is hereby
incorporated herein.


 


(2)          x          Only
those Employees in the eligible class described below:


 


The Chairman of
the Board of Directors, the Executive Vice Chairman, the President and each
Division Head of the Employer are eligible to participate in the Plan.  Individuals performing officer type services
on a consulting, contract or other self-employed basis shall not be eligible to
participate.


 


(b)          ̈            The
following Directors are eligible to participate in the Plan (Check (1) or (2)):


 


(1)           ̈            Only
those Directors designated in writing by the Employer, which writing is hereby
incorporated herein.


 


(2)           ̈            All
Directors, effective as of the later of the date in 1.01(b) or the date
the Director becomes a Director.


 


(Note:  A designation in Section 1.03(a)(1) or
Section 1.03(b)(1) or a description in Section 1.03(a)(2) must
include the effective date of such participation.)


 


1.04                           COMPENSATION


 


(If Section 1.03(a) is selected, select (a) or
(b).  If Section 1.03(b) is
selected, complete (c)).


 


For purposes of determining all contributions under the Plan:


 


(a)                                   ̈  Compensation shall
be as defined, with respect to Employees, in the
                          
Plan maintained by the Employer:


 


(1)                                   ̈                   to the extent it is in excess of the limit imposed under Code section
401(a)(17).


 


(2)                                   ̈                   notwithstanding the limit imposed under Code section 401(a)(17).


 


(b)                                 x  Compensation
shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate):


 


(1)                                   ̈                                    but excluding the following:


 


3

















 


(2)                                   ̈                                    but excluding bonuses, except those bonuses listed in
the table in Section 1.05(a)(2).


 


(c)                                   ̈            Compensation
shall be as defined in Section 2.01(a)(9)(c) with respect to
Directors, but excluding the following:


 


 


 


1.05                           CONTRIBUTIONS ON BEHALF OF EMPLOYEES


 


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


 


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


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  0

  	
   

  



 


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


 


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


 


	
   

  	
   

  	
  Treated As

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Deferral
  Contributions

  Type of Bonus

  	
   

  	
  Performance

  Based

  	
   

  	
  Non-

  Performance

  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


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


 


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


 


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


 


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


 


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


 


(C)                                 ̈  Other:


 


 


 


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


 


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


 


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


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


(c)                                  Employer Contributions


 


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


 


The Employer will contribute an amount equal to 6% of the Participant’s
Compensation each Plan Year.  CBOE will
credit a semi-monthly amount based upon the following table to accounts of the
Chairman of the Board of Directors, the Executive Vice Chairman, the President and
each Division Head of the Employer.


 


	
  Age as of January 1st

  	
   

  	
   

  	
   

  
	
  of each calendar year

  	
   

  	
  Additional Contribution Percentage

  	
   

  
	
  Under 45

  	
   

  	
  1

  	
  %

  
	
  45-49

  	
   

  	
  3

  	
  %

  
	
  50-54

  	
   

  	
  6

  	
  %

  
	
  55-59

  	
   

  	
  9

  	
  %

  
	
  60-64

  	
   

  	
  11

  	
  %

  
	
  65
  and over

  	
   

  	
  0

  	
  %

  



 


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


 


1.06                           CONTRIBUTIONS ON BEHALF OF DIRECTORS


 


(a)                                   ̈                                    Director Deferral Contributions


 


The Employer shall make a Deferral Contribution in accordance with, and
subject to, Section 4.01 on behalf of each Director


 


6

















 


Participant who has an executed deferral agreement in effect with the
Employer for the applicable calendar year (or portion of the applicable
calendar year), which deferral agreement shall be subject to any minimum and/or
maximum deferral amounts provided in the table below.


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


(b)                                 Matching and Employer Contributions:


 


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


 


 


 


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


 


 


 


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


 


1.07                           DISTRIBUTIONS


 


The form and timing of distributions from the Participant’s vested
Account shall be made consistent with the elections in this Section 1.07.


 


7














 


(a)                                  (1)                                  Distribution options to be provided to Participants


 


	
   

  	
   

  	
  (A) Specified

  Date

  	
   

  	
  (B) Specified

  Age

  	
   

  	
  (C) Separation

  From Service

  	
   

  	
  (D) Earlier of

  Separation or

  Age

  	
   

  	
  (E) Earlier of

  Separation or

  Specified Date

  	
   

  	
  (F) Disability

  	
   

  	
  (G) Change in

  Control

  	
   

  	
  (H) Death

  
	
  Deferral

  Contribution

  	
   

  	
  o Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer Contributions

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
  x Lump Sum

  

  x Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
  x Lump Sum

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  



 


(Note:  If the Employer elects (F),
(G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above,
and the Participant must also elect (A), (B), (C), (D), or (E) above.  In the event the Employer elects only a
single payment trigger and/or payment method above, then such single payment
trigger and/or payment method shall automatically apply to the
Participant.  If the employer elects to
provide for payment upon a specified date or age, and the employer applies a
vesting schedule to amounts that may be subject to such payment trigger(s), the
employer must apply a minimum deferral period, the number of years of which
must be greater than the number of years required for 100% vesting in any such
amounts.  If the employer elects to provide
for payment upon disability, and the employer applies a vesting schedule to
amounts that may be subject to such payment trigger, the employer must also
elect to apply 100% vesting in any such amounts upon disability and/or death.)


 


(2)           x         A
Participant incurs a Disability when the Participant (Check at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is elected):


 


(A)                              ̈                                    is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.


 


(B)                               x                                  is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Employer.


 


(C)                               x                                  is determined to be totally disabled by the Social
Security Administration or the Railroad Retirement Board.


 


8

















 


(D)                              o                                    is determined to be disabled pursuant to the following
disability insurance program:
                                    
the definition of disability under which complies with the requirements in
regulations under Code section 409A.


 


(Note:  If more than one box
above is checked, then the Participant will have a Disability if he satisfies
as least one of the descriptions corresponding to one of such checked boxes.)


 


(3)           x        Regardless
of any payment trigger and, as applicable, payment method, to which the
Participant would otherwise be subject pursuant to (1) above, the first to
occur of the following Plan-level payment triggers will cause payment to the
Participant commencing pursuant to Section 1.07(c)(1) below in a lump
sum, provided such Plan-level payment trigger occurs prior to the payment
trigger to which the Participant would otherwise be subject.


 


Payment Trigger


 


(A)                               ̈                                    Separation from Service prior to:


 


(B)                                 ̈                                    Separation from Service


 


(C)                                x                                  Death


 


(D)                                ̈                                    Change in Control


 


(b)                                 Distribution Election Change


 


A Participant


 


(1)                                  x                                  shall


 


(2)                                   ̈                                    shall not


 


be permitted to modify a scheduled distribution election in accordance
with Section 8.01(b) hereof.


 


(c)                                  Commencement of Distributions


 


(1)                                Each lump sum distribution and the first
distribution in a series of installment payments (if applicable) shall commence
as elected in (A), (B) or (C) below:


 


(A)  ̈             Monthly on the 1st
day of the month which day next follows the applicable triggering event
described in 1.07(a).


 


9

















 


(B)  ̈               Quarterly on
the 1st day of the following months
                  ,
                  ,
                    ,
or
                    
(list one month in each calendar quarter) which day next follows the applicable
triggering event described in 1.07(a).


 


(C) x             Annually on the
1st day of February (month) which day next follows the applicable
triggering event described in 1.07(a)


 


(Note:  Notwithstanding the
above:  a six-month delay shall be
imposed with respect to certain distributions to Specified Employees; a
Participant who chooses payment on a Specified Date will choose a month, year
or quarter (as applicable) only, and payment will be made on the applicable
date elected in (A), (B) or (C) above that falls within such month,
year or quarter elected by the Participant.)


 


(2)                                The commencement of distributions
pursuant to the evens elected in Section 1.07(a)(1) and Section 1.07(a) (3) shall be modified by application of the following:


 


(A)                               ̈                                   Separation from Service Event Delay – Separation from
Service will be treated as not having occurred for
         months after the date of such
event.


 


(B)                                 ̈                                   Plan Level Delay – all distribution events (other than
those based on Specified Date or Specified Age) will be treated as not having
occurred for        days (insert number of days
but not more than 30).


 


(d)                                 Installment Frequency and Duration


 


If installments are available under the Plan pursuant to Section 1.07(a),
a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):


 


(1)                                at the following intervals:


 


(A)                              x                                 Monthly commencing on the day elected in Section 1.07(c)(1).


 


(B)                                x                                 Quarterly commending on the day elected in Section 1.07(c)(1) (with
payments made at three-month intervals thereafter).


 


(C)                                x                                 Annually commencing on the day elected in Section 1.07(c)(1).


 


10

















 


(2)                                  over the following term(s) (Complete either (A) or (B)):


 


(A)                              x                                  Any term of whole years between 1 (minimum of
1) and 10 (maximum of 30).


 


(B)                                o                                    Any of the whole year terms selected below.


 


	
   ̈  1

  	
   ̈  2

  	
   ̈  3

  	
   ̈  4

  	
   ̈  5

  	
   ̈  6

  
	
   ̈  7

  	
   ̈  8

  	
   ̈  9

  	
   ̈ 10

  	
   ̈ 11

  	
   ̈ 12

  
	
   ̈ 13

  	
   ̈ 14

  	
   ̈ 15

  	
   ̈ 16

  	
   ̈ 17

  	
   ̈ 18

  
	
   ̈ 19

  	
   ̈ 20

  	
   ̈ 21

  	
   ̈ 22

  	
   ̈ 23

  	
   ̈ 24

  
	
   ̈ 25

  	
   ̈ 26

  	
   ̈ 27

  	
   ̈ 28

  	
   ̈ 29

  	
   ̈ 30

  



 


(Note:  Only elect a term of one
year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is
elected above.)


 


(e)                                  Conversion to Lump Sum


 


o            Notwithstanding anything herein to the contrary, if
the Participant’s vested Account at the time such Account becomes payable to
him hereunder does not exceed
$                  
distribution of the Participant’s vested Account shall automatically be made in
the form of a single lump sum at the time prescribed in Section 1.07(c)(1).


 


(f)                                    Distribution Rules Applicable to
Pre-effective Date Accruals


 


o            Benefits accrued under the Plan (subject to Code
section 409A) prior to the date in Section 1.01(b)(1) above are
subject to distribution rules not described in Section 1.07(a) through
(e), and such rules are described in Attachment A Re:  PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.


 


1.08                           VESTING SCHEDULE


 


(a)                                  (1)                                The Participant’s vested percentage in Matching
Contributions elected in Section 1.05(b) shall be based upon the
following schedule and unless Section 1.08(a)(2) is checked below
will be based on the elapsed time method as described in Section 7.03(b).


 




	
  Years of Service

  	
   

  	
  Vesting %

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


(2)              ̈         Vesting
shall be based on the class year method as described in Section 7.03(c).


 


11

















 


(b)                                 (1)                                The Participant’s vested percentage in Employer
Contributions elected in Section 1.05(c) shall be based upon the
following schedule and unless Section 1.08(b)(2) is checked below
will be based on the elapsed time method as described in Section 7.03(b).


 




	
  Years of Service

  	
   

  	
  Vesting %

  
	
  0

  	
   

  	
  0

  
	
  1

  	
   

  	
  20

  
	
  2

  	
   

  	
  40

  
	
  3

  	
   

  	
  60

  
	
  4

  	
   

  	
  80

  
	
  5

  	
   

  	
  100

  






 


(2)              ̈         Vesting
shall be based on the class year method as described in Section 7.03(c).


 


(c)              ̈  Years of
Service shall exclude (Check one.):


 


(1)              ̈        for
new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).


 


(2)              ̈        for
existing plans converting from another plan document, service prior to the
original Effective Date as defined in Section 1.01(b)(2)(B).


 


(Note:  Do not elect to apply
this Section 1.08(c) if vesting is based only on the class year
method.).


 


(d)                                 x 
Notwithstanding anything to the contrary herein, a Participant will
forfeit his Matching Contributions and Employer Contributions (regardless of
whether vested) upon the occurrence of the following event(s):




See Attachment B.


 


 


(Note:  Contributions with
respect to Directors, which are 100% vested at all times, are subject to the rule in
this subsection (d).)


 


(e)                                  A Participant will be 100% vested in his
Matching Contributions and Employer Contributions upon (Check the
appropriate box(es)):


 


(1)              ̈        Retirement
eligibility is the date the Participant attains age
       and completes
       Years of Service, as defined in Section 7.03(b).


 


(2)             x      Death.


 


12

















 


(3)             x       The
date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).


 


(Note:  Participants will
automatically vest upon Change in Control if Section 1.07(a)(1)(G) is
elected.)


 


(f)                                     ̈                Years of Service in Section 1.08(a)(1) and Section 1.08(b)(1) shall
include service with the following employers:


 


 


1.09                           INVESTMENT DECISIONS


 


A Participant’s Account shall be treated as invested in the Permissible
Investments as directed by the Participant unless otherwise provided below:


 


See Attachment B.


 


 


1.10                           ADDITIONAL PROVISIONS


 


The Employer may elect Option below and complete the Superseding
Provisions Addendum to describe overriding provisions that are not otherwise
reflected in this Adoption Agreement.


 


x                                 The Employer has completed the
Superseding Provisions Addendum to reflect the provisions of the Plan that
supersede provisions of this Adoption Agreement and/or the Basic Plan Document.


 


13














 


EXECUTION PAGE

(Fidelity’s Copy)


 


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this 12th day of
December, 2008.


 




	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  
	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  
	
  Title

  	
  Vice
  President Human Resources

  






 


14

















 


EXECUTION
PAGE

(Employer’s Copy)


 


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this 12th day of
December, 2008.


 




	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  
	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  
	
  Title

  	
  Vice
  President Human Resources

  






 


15

















 


AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)


 


	
  Plan
  Name:

  	
  Chicago
  Board Option Exchange Executive Retirement Plan (the “Plan”)

  
	
   

  	
   

  
	
  Employer:

  	
  Chicago Board Options
  Exchange, Inc.

  



 


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


 


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


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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


 


	
   

  	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice
  President Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 12,
  2008

  



 


16

















 


AMENDMENT EXECUTION PAGE

(Employer’s Copy)


 


	
  Plan
  Name:

  	
  Chicago
  Board Option Exchange Executive Retirement Plan (the “Plan”)

  
	
   

  	
   

  
	
  Employer:

  	
  Chicago Board Options
  Exchange, Inc.

  



 


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


 


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


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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


 


	
   

  	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice
  President Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 12,
  2008

  



 


17

















 


ATTACHMENT A


 


Re:  PRE
EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


 


Plan Name:  Chicago
Board Option Exchange Executive Retirement Plan


 


18

















 


ATTACHMENT B


 


Re: 
SUPERSEDING PROVISIONS

for

Plan Name:  Chicago Board Option Exchange
Executive Retirement Plan


 


(a)                      Superseding
Provision(s) - The following provisions supersede other provisions of this
Adoption Agreement and/or the Basic Plan Document as described below:


 


Notwithstanding anything to
the contrary in Section 1.04, for purposes of determining Employer
Contributions under the Plan, Compensation shall include only base compensation
and bonuses (including amounts deferred by the Participant under the Chicago
Board Options Exchange Deferred Compensation Plan for Officers).  Compensation shall specifically exclude
amounts contributed by the Employer under the Senior Executive Cafeteria Plan.


 


CBOE
Seat Fund Executive Summary - Confidential


 


1.             New Investment Option.  Effective March 22, 2007, an additional
investment option, the CBOE Seat Fund, will be available for the annual
Discretionary Employer Contributions to the Chicago Board Options Exchange
Executive Retirement Plan (the “Plan”). 
This investment option will represent a hypothetical membership in CBOE
and track the value of one CBOE seat.


 


2.             Valuation of Investment.  The initial aggregate value of the Seat Fund
will be based upon the fair market value and a discount.  An independent financial advisory firm will
recommend discount percentage.  The Fund
will be valued monthly.  The average
price of the last three seat sales for the applicable month will be used to
determine the value of the hypothetical membership at the end of each month.


 


3.             Amount of Investment.  In lieu of the 6% discretionary contribution,
for fiscal years ending 2006, 2007 and 2008 the CBOE contribution will be equal
to $509,600.  This was calculated as
follows:


 




	
  Seat sale 3/12/07

  	
   

  	
  $

  	
  2,270,000

  	
   

  
	
  Seat sale 3/12/07

  	
   

  	
  $

  	
  2,200,000

  	
   

  
	
  Seat sale 3/1/07

  	
   

  	
  $

  	
  1,900,000

  	
   

  
	
  Average

  	
   

  	
  $

  	
  2,123,333

  	
   

  
	
  Discount = 28%

  	
   

  	
  $

  	
  1,528,800

  	
   

  
	
  One third

  	
   

  	
  $

  	
  509,600

  	
   

  






 


The participant allocation
formula will be based upon the percentage each participant normally receives
from the total CBOE discretionary amount made to the plan.  For example, if the 6% total for all eligible
participants is $500,000 and the participant’s 6% discretionary contribution
for 2006 equals $50,000, this participant would receive 10% of $509,600, the
seat value awarded, or $50,960.


 


19

















 


4.             Vesting.  A participant’s interest in membership units
of the Seat Fund would vest in the same manner as the balance of his or her
accounts under the Plan.


 


5.             Distributions.  The Plan will make any distributions from the
Seat Fund in cash equal to the market value of a membership unit as of the last
preceding monthly valuation date prior to the distribution date.


 


If a participant’s
termination of employment with CBOE occurs for any reason other than death, the
balance of his or her account will be paid, as elected by the participant, in a
single lump sum payment, or in annual installments over a period of ten or
fewer years.  If payments are made in
installments, the unpaid portion of the participant’s balance shall continue to
be adjusted to reflect gains and losses.


 


In the event of a
participant’s death, the entire unpaid balance of his or her account will be
paid in a single lump sum, as soon as practicable after death, to his or her
designated beneficiary.  Beneficiary
designations are made by written instrument or other means prescribed by CBOE.


 


6.             Asset Transfer.  A participant may elect to liquidate his or
her vested membership units in the “Seat Fund” and transfer the value to one or
more of the investment options offered by Fidelity under the Plan, only by
giving the Plan six months advance written
notice.  The date of the transfer must be
thirty-six (36) months or more from the date of share purchase.  The election to transfer shares will be
irrevocable.  The value of the membership
units liquidated under the Seat fund will be determined as of the date of
transfer.


 


7.             Funding.  CBOE has established a rabbi trust to
informally fund amounts payable under the Plan. 
CBOE may decide to hold the seat purchased in 2006 in this rabbi trust
or another rabbi trust.  Assets and
investments under the rabbi trust continue to be treated as assets of the CBOE
for all tax, financial and legal purposes.


 


8.             Expenses.  Although expenses are not anticipated, any
expenses attributable to management or trusteeship of the Seat Fund will be
charged against participants’ investments in the Fund, on a pro rata basis.


 


9.             Taxation of Earnings.  Earnings associated with the Seat Fund, will
be taxed to the CBOE, either as the owner of the actual membership or as the
grantor of the rabbi trust (if investments in the Seat Fund are funded through
the trust).  However, a participant would
be taxed on all amounts distributed to the participant from the Plan (e.g., upon employment termination).


 


10.          Demutualization.  If the CBOE were to demutualize and convert
to stock ownership, the value of the membership units in the Seat Fund would be
transferred to funds offered through the Executive Retirement Plan via
Fidelity.


 


20














 


11.                               Change
in Control.  Immediate
vesting will occur upon a change of control of CBOE.  If a change of control occurs prior to the
end of final payment of all membership units, the participant will not be
required to fund the outstanding balance. 
If elected by the participant, his or her entire interest in the Plan
shall be distributed as soon as practicable after the date of consummation of a
change of control.


 


For purposes of the Plan, a “Change
in Control” of CBOE shall be deemed to occur on the effective time of (i) a
merger or consolidation of CBOE with one or more other corporations as a result
of which holders of the outstanding capital stock of CBOE entitled to vote for
the election of directors (“Voting Stock”) of CBOE immediately prior to such merger
hold less than 50% of the Voting Stock of the surviving or resulting
corporation, or (ii) a transfer of substantially all of the property of
CBOE other than to an entity of which CBOE owns at least 50% of the Voting
Stock.


 


12.                               Termination
for Cause.  If a
participant’s employment with CBOE is terminated for Cause, the entire balance
in his or her account is forfeited. 
Cause is deemed to exist if, and only if:


 


(a)                                  The participant
engages, during the performance of his or her duties for CBOE, in acts or
omissions constituting dishonesty, intentional breach of fiduciary obligation
or intentional wrongdoing or malfeasance;


 


(b)                                 The participant
intentionally disobeys or disregards a lawful and proper direction of the
Board, or


 


(c)                                  The participant
materially breaches an employment agreement entered into with CBOE, and the
breach is incapable of being cured or remains uncured for thirty days following
receipt by the participant of written notice from CBOE specifying the nature of
the breach and demanding its cure.


 


The following will not
constitute Cause:


 


(a)                                  Any personal or
policy disagreement between a participant and CBOE, or any member of CBOE or of
the Board; or


 


(b)                                 Any action
taken by a participant in connection with his or her duties for CBOE, or any
failure to act, if the participant acted or failed to act in good faith and in
a manner he or she reasonably believed to be in the best interests of CBOE, and
he or she had no reason to believe the conduct was unlawful.


 


13.                               Amendment
or Termination.  CBOE may
amend or terminate the Plan at any time, but cannot reduce the account balance
of a participant as of the effective date of the amendment or termination.


 


21

















 


14.                               Conflict
with Plan.  The
information contained in this document is intended to provide a brief
overview.  In the event of a conflict
between the official Plan document and this summary, the official Plan document
will prevail.


 


22

















 


1.07                           DISTRIBUTIONS


 


The form and timing of distributions from the Participant’s vested
Account shall be made consistent with the elections in this Section 1.07


 


(a)                                  (1)                                  Distribution options to be provided to Participants


 


	
   

  	
   

  	
  (A) Specified

  Date

  	
   

  	
  (B) Specified

  Age

  	
   

  	
  (C) Separation

  From Service

  	
   

  	
  (D) Earlier of

  Separation or

  Age

  	
   

  	
  (E) Earlier of

  Separation or

  Specified Date

  	
   

  	
  (F) Disability

  	
   

  	
  (G) Change in

  Control

  	
   

  	
  (H) Death

  
	
  Deferral

  Contribution

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

   

  o Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

  	
   

  	
  o Lump Sum

   

  o Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer Contributions

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  x Lump Sum

   

  x Installments

  	
   

  	
  o Lump Sum

   

  o Installments

  	
   

  	
  x Lump Sum

  	
   

  	
  o Lump Sum

   

  o Installments

  



 


(Note:  If the Employer elects
(F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D),
or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above.  In the event the Employer elects only a
single payment trigger and/or payment method above, then such single payment
trigger and/or payment method shall automatically apply to the Participant.  If the employer elects to provide for payment
upon a specified date or age, and the employer applies a vesting schedule to
amounts that may be subject to such payment trigger(s), the employer must apply
a minimum deferral period, the number of years of which must be greater than
the number of years required for 100% vesting in any such amounts.  If the employer elects to provide for payment
upon disability and/or death, and the employer applies a vesting schedule to
amounts that may be subject to such payment trigger, the employer must also
elect to apply 100% vesting in any such amounts upon disability and/or death.)


 


(2)           x         A
Participant incurs a Disability when the Participant (Check at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected):


 


(A)                              o                                    is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.


 




	
  Plan Number: 44314

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  6/15/2009

  
	
  © 2007 Fidelity
  Management & Research Company

  






 


1

















 


(B)                                x                                  is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Employer


 


(C)                                x                                  is determined to be totally disabled by the Social
Security Administration or the Railroad Retirement Board.


 


(D)                               o                                    is determined to be disabled pursuant to the following
disability insurance program:
                                            
the definition of disability under which complies with the requirements in
regulations under Code section 409A.


 


(Note:  If more than one box
above is checked, then the Participant will have a Disability if he satisfies
at least one of the descriptions corresponding to one of such checked boxes.)


 


(3)           x         Regardless
of any payment trigger and, as applicable, payment method, to which the
Participant would otherwise be subject pursuant to (1) above, the first to
occur of the following Plan-level payment triggers will cause payment to the
Participant commencing pursuant to Section 1.07(c)(1) below in a lump
sum, provided such Plan-level payment trigger occurs prior to the payment
trigger to which the Participant would otherwise be subject.


 


Payment Trigger


 


(A)                              o                                    Separation from Service prior to:


(B)                                o                                    Separation from Service


(C)                                x                                  Death


(D)                               o                                    Change in Control


 


(b)                                 Distribution Election Change


 


A Participant


 


(1)                                  x                                  shall


(2)                                  o                                    shall not


 


be permitted to modify a scheduled distribution election in accordance
with Section 8.01(b) hereof.


 


(c)                                  Commencement of Distributions


 


2

















 


(1)                                  Each lump sum distribution and the first
distribution in a series of installment payments (if applicable) shall commence
as elected in (A), (B) or (C) below:


 


(A)  o          Monthly on the
      day of the month which day next follows the
applicable triggering event described in 1.07(a).


(B)  o           Quarterly on the     
day of the following months
                  ,
                  ,
                    ,
or
                    
(list one month in each calendar quarter) which day next follows the applicable
triggering event described in 1.07(a).


(C)  x          Annually on the 1st day of
February (month) which day next follows the applicable triggering event
described in 1.07(a)


 


(Note:  Notwithstanding the
above:  a six-month delay shall be
imposed with respect to certain distributions to Specified Employees; a
Participant who chooses payment on a Specified Date will choose a month, year
or quarter (as applicable) only, and payment will be made on the applicable
date elected in (A), (B) or (C) above that falls within such month,
year or quarter elected by the Participant.)


 


(2)                                  The commencement of distributions
pursuant to the evens elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall
be modified by application of the following:


 


(A)                              o                                    Separation from Service Event Delay — Separation from
Service will be treated as not having occurred for
         months after the date of such
event.


 


(B)                                o                                    Plan Level Delay — all distribution events (other than
those based on Specified Date or Specified Age) will be treated as not having
occurred for        days (insert number of days
but not more than 30).


 


(d)                                 Installment Frequency and Duration


 


If installments are available under the Plan pursuant to Section 1.07(a),
a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):


 


(1)                                  at the following intervals:


 


(A)                              x                                  Monthly commencing on the day elected in Section 1.07(c)(1).


 


3

















 


(B)                                x                                  Quarterly commending on the day elected in Section 1.07(c)(1) (with
payments made at three-month intervals thereafter).


 


(C)                                x                                  Annually commencing on the day elected in Section 1.07(c)(1).


 


(2)                                  over the following term(s) (Complete either (A) or (B)):


 


(A)                              x                                  Any term of whole years between 1 (minimum of
1) and 10 (maximum of 30).


 


(B)                                o                                    Any of the
whole year terms selected below.


 


	
  o 1

  	
   

  	
  o 2

  	
   

  	
  o 3

  	
   

  	
  o 4

  	
   

  	
  o 5

  	
   

  	
  o 6

  
	
  o 7

  	
   

  	
  o 8

  	
   

  	
  o 9

  	
   

  	
  o 10

  	
   

  	
  o 11

  	
   

  	
  o 12

  
	
  o 13

  	
   

  	
  o 14

  	
   

  	
  o 15

  	
   

  	
  o 16

  	
   

  	
  o 17

  	
   

  	
  o 18

  
	
  o 19

  	
   

  	
  o 20

  	
   

  	
  o 21

  	
   

  	
  o 22

  	
   

  	
  o 23

  	
   

  	
  o 24

  
	
  o 25

  	
   

  	
  o 26

  	
   

  	
  o 27

  	
   

  	
  o 28

  	
   

  	
  o 29

  	
   

  	
  o 30

  



 


(Note:  Only elect a term of one
year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is
elected above.)


 


(e)                                  Conversion to Lump Sum


 


o            Notwithstanding anything herein to the contrary, if
the Participant’s vested Account at the time such Account becomes payable to
him hereunder does not exceed
$                  
distribution of the Participant’s vested Account shall automatically be made in
the form of a single lump sum at the time prescribed in Section 1.07(c)(1).


 


(f)                                    Distribution Rules Applicable
to Pre-effective Date Accruals


 


o            Benefits accrued under the Plan (subject to Code
section 409A) prior to the date in Section 1.01(b)(1) above are
subject to distribution rules not described in Section 1.07(a) through
(e), and such rules are described in Attachment A Re:  PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.


 


4

















 


AMENDMENT EXECUTION PAGE

(Employer’s Copy)


 


Plan
Name:                                     Chicago Board
Option Exchange Executive Retirement Plan (the “Plan”)


 


Employer:                                           Chicago Board
Options Exchange, Inc.


 


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


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
  1.07
  Distributions

  	
   

  	
  07/15/2009

  



 


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


 


	
   

  	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice
  President Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  June 16, 2009

  



 


5