EXHIBIT 10.14


 


The CORPORATEplan for RetirementSM

EXECUTIVE PLAN


 


 


Adoption Agreement


 


 


IMPORTANT
NOTE


 


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


 




	
  Plan Number: 44316

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  12/10/2008

  
	
  © 2007 Fidelity
  Management & Research Company

  






 

















 


ADOPTION
AGREEMENT


ARTICLE 1




1.01         PLAN INFORMATION


 


(a)           Name of Plan:


 


This is the Chicago Board Option Exchange Supplemental 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)          o            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:



CBOE Stock Exchange, LLC



CBOE Futures Exchange, LLC


 


1

















 


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)   o    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:



All Employees earning over the compensation limitation set forth in Section 401(a)(17)
of the Internal Revenue Code of 1986, as adjusted from time to time, are
eligible to participate in the Plan. 
Individuals performing services on a consulting, contract or
self-employed basis shall not be eligible to participate.


 


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


 


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


 


(2)   o    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)           o  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).


 


2

















 


(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)           x           but
excluding the following:



See Attachment B.


 


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


 


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


 




	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Base Compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  13

  	
   

  






 


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


 


3

















 


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


 


	
   

  	
   

  	
  Treated
  As

  	
   

  	
  Dollar
  Amount

  	
   

  	
  % Amount

  	
   

  
	
  Deferral
  Contributions

  Type of Bonus

  	
   

  	
  Performance

  Based

  	
   

  	
  Non- 

  Performance

  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Bonus Compensation

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  13

  	
   

  



 


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


 


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


 


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


 


(A)          x   200% of
the Employee Participant’s Deferral Contributions for the calendar year.


 


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


 


(C)           o    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:


 


4

















 


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


 


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


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


 


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


 


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


 


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


 


(A)          x   Deferral
Contributions in excess of 8% of the Employee Participant’s Compensation for
the calendar year shall not be considered for Matching Contributions.


 


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


 


(c)           Employer Contributions


 


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




 


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


 


5

















 


1.06         CONTRIBUTIONS ON BEHALF OF DIRECTORS


 


(a)           o            Director
Deferral Contributions


 


The Employer shall make a Deferral Contribution in accordance with, and
subject to, Section 4.01 on behalf of each Director 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)           o    Matching
Contributions.  The Employer shall make a
Matching Contribution on behalf of each Director Participant in an amount
determined as described below:


 


 


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


 


 


(3)           o    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.


 


6














 


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 

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
  x Lump Sum 

   

  x Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
  x Lump Sum

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions 

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
  o Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
  x Lump Sum 

   

  x Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
  x Lump Sum

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer Contributions 

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

   

   ̈ Installments

  	
   

  	
  x Lump Sum 

   

  x 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 


 


7


 

















 


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)                                ̈                                    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


 


8


 

















 


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


(B)  ̈      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)                               ̈                                    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):


 


9


 

















 


(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).


 


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


 


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


 


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


 


 


	
   ̈   1

  	
   

  	
  o   2

  	
   

  	
  o   3

  	
   

  	
  o   4

  	
   

  	
  o   5

  	
   

  	
  o   6

  	
   

  
	
   ̈   7

  	
   

  	
  o   8

  	
   

  	
  o   9

  	
   

  	
  o 10

  	
   

  	
  o 11

  	
   

  	
  o 12

  	
   

  
	
   ̈ 13

  	
   

  	
  o 14

  	
   

  	
  o 15

  	
   

  	
  o 16

  	
   

  	
  o 17

  	
   

  	
  o 18

  	
   

  
	
   ̈ 19

  	
   

  	
  o 20

  	
   

  	
  o 21

  	
   

  	
  o 22

  	
   

  	
  o 23

  	
   

  	
  o 24

  	
   

  
	
   ̈ 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 


 


10


 

















 


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 %

  
	
  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).


 


(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 %

  
	
  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.).


 


11

















 


(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.


 


(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:




 


 


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 


 


12

















 


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 11th 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 11th 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 Options Exchange Supplemental Retirement Plan (the
  “Plan”)

  
	
   

  	
   

  	
   

  
	
  Employer:

  	
   

  	
  Chicago Board Options Exchange, Inc.

  



 


(Note: 
These execution pages are to be completed in the event the 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 11, 2008

  



 


16

















 


AMENDMENT
EXECUTION PAGE

(Employer’s Copy)


 


	
  Plan Name:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Employer:

  	
   

  	
  Chicago Board Options Exchange, Inc.

  



 


(Note: 
These execution pages are to be completed in the event the 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 11, 2008

  



 


17

















 


ATTACHMENT A


 


Re: PRE
EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


 


Plan Name:  Chicago Board Options Exchange Supplemental
Retirement Plan


 


17

















 


ATTACHMENT B


 


Re:
SUPERSEDING PROVISIONS 

for

Plan Name:  Chicago Board Options
Exchange Supplemental 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:


 


1.     Notwithstanding anything to the contrary in
Section 1.03(a)(2), all Employees described in item 5 below are eligible to
participate and shall be considered “Participants” in the Plan to the extent
set forth in item 5.


 


2.     Notwithstanding anything to the contrary in
Section 1.04, for purposes of determining Deferral 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.


 


3.     Notwithstanding anything to the contrary in
Sections 1.05(a)(1) and 1.05(a)(2), Deferral Contributions shall be in whole
and fractional percentages as designated by a Participant in his or her
election form.


 


4.     Section 1.05 -Contributions.  A Participant may elect to make deferral
contributions, pursuant to § 1.05(a) of the Adoption Agreement in an amount or
percentage of his or her Compensation for any Plan Year in excess of
$230,000.  Deferral contributions with
respect to Compensation amounts below $230,000 may be made only under the Chicago
Board Options Exchange Smart Plan. 
Notwithstanding anything to the contrary in Article 4.01, an election to
defer Compensation shall continue in effect for Compensation relating to all
services performed in succeeding calendar years until modified or revoked by
the Participant with a subsequent election form pursuant to Article 4.


 


The Company
will make a matching contribution to the Plan as set forth in § 1.05(b) of the
Adoption Agreement based upon the amount of each Participant’s deferral
contributions made under the Plan; provided that such matching contribution
will be based only on the Participant’s deferral contributions that relate to
his Compensation in excess of $230,000. 
Compensation for purposes of § 1.05 shall have the meaning set forth in
§ 1.04.


 


The $230,000
amounts referred to above shall all in cases be adjusted periodically to
reflect cost of living increases at the same time and in the same manner as
such amount is adjusted under Internal Revenue Code Section 401(a)(17), or any
successor section.


 


5.     Section 1.05(b)(2) — Matching
Contributions.  Notwithstanding the
coverage requirements of Section 1.03(a) or the matching contribution described
in Section 1.05(b) of the Adoption Agreement, the Employer shall make a
matching contribution and/or a profit sharing 


 


18

















 


contribution to the Plan
for the Plan Year for any Employee (regardless of the amount of his or her
Compensation for such Plan Year) who elects to defer earnings otherwise payable
to him or her in such Plan Year pursuant to the terms of the Chicago Board
Option Exchange Deferred Compensation Plan for Officers, and as a result
thereof receives a reduced matching contribution and/or a reduced profit
sharing contribution for such Plan Year pursuant to the terms of the Chicago
Board Options Exchange Smart Plan.  The
amount of the matching contribution and/or a profit sharing contribution made
by the Employer to the Plan for a Participant pursuant to the terms of the
preceding sentence shall equal the amount by which the matching contribution
and/or profit sharing contribution made for him or her for the applicable Plan
Year pursuant to the terms of the Chicago Board Options Exchange Smart Plan is
reduced as a result of a deferral of earnings made pursuant to the terms of the
Chicago Board Options Exchange Deferred Compensation Plan for Officers.  A matching contribution and/or a profit
sharing contribution made for a Participant pursuant to this paragraph shall be
in addition to any matching contribution, if any, made for him or her for the
applicable Plan Year pursuant to the Adoption Agreement.


 


6.     If elected by the Participant on his or her
initial election form, distribution of a Participant’s entire interest in the
Plan shall be made after the date of consummation of a Change in Control in
accordance with Sections 1.07(a)(1)(G) and 1.07(c)(1); provided, however, that
a Change in Control shall not include:


 


(a)           any change in form of organization of
the Employer from a non-stock entity to a stock corporation, or


 


(b)           any public offering of the Employer’s
shares of stock after it becomes a stock corporation.


 


If the Participant fails to make an election,
a Change in Control distribution shall not be made to the Participant.


 


7.     Article 7.02 shall be replaced in its
entirety with the following:


 


7.02.  Death.  If provided by the Employer in Section 1.08(e)(2),
the Account of a Participant or former Participant who dies before the
distribution of his entire Account will be 100% vested, provided that at the
time of his death he is earning Years of Service.


 


Each Participant from time to time, pursuant
to a beneficiary designation form furnished by the Employer, may designate any
legal or natural person or persons (who may be designated contingently or
successively) to whom his or her Plan interest is to be paid if he or she dies
before receiving the entire balance thereof. 
A beneficiary designation shall be effective only when the executed
beneficiary form is delivered to the Employer in writing or by other method
prescribed by the Employer while the Participant is alive and will cancel all
beneficiary designation forms delivered earlier.  If a deceased Participant fails to designate
a beneficiary prior to his or her death, or if all designated beneficiaries
predecease the Participant, his or her interest in the Plan shall be paid to
his or her surviving spouse, or if none, to his or her lawful 


 


19

















 


descendants, per stirpes,
or if none survive him or her, to the legally appointed representatives of his
or her estate, or if none are appointed within six months after the date of his
or her death, to his or her heirs at law.


 


8.     Section 1.08(d) - Forfeiture.  Notwithstanding the vesting schedules set
forth in Sections 1.08(a) and (b), if the employment of any Participant,
including the Chairman of the Board of Directors of the Employer, shall be
terminated by the Employer for Cause, the Matching Contributions and
Discretionary Employer Contributions credited to the Account of the Participant
shall be forfeited, and no amount shall be payable to or with respect to the
Participant pursuant to the terms of the Plan. 
For purposes of this Section, Cause shall be deemed to exist if, and
only if:


 


(a)           A Participant shall engage, during
the performance of his or her duties for the Employer, in acts or omissions
constituting dishonesty, intentional breach of fiduciary obligation, or
intentional wrongdoing or malfeasance;


 


(b)           A Participant shall intentionally disobey
or disregard a lawful and proper direction of the Board of Directors; or


 


(c)           A Participant shall materially breach
an employment agreement entered into between the Participant and the Employer
and such breach by its nature is incapable of being cured, or such breach
remains uncured for more than 30 days following receipt by the Participant of
written notice from the Employer specifying the nature of the breach and
demanding the cure thereof.  For purposes
of this clause (c), a material breach of any such employment agreement that
involves inattention by the Participant to his or her duties under the
employment agreement shall be deemed a breach capable of cure.


 


In addition, the Participant’s employment
shall be deemed to have terminated for Cause if, after the Participant’s
employment has terminated, facts and circumstances arising during the course of
the Participant’s employment are discovered that would have justified a
termination for Cause.


 


The following
shall not constitute Cause:


 


(a)           Any personal or policy disagreement
between a Participant and the Employer, or any member of the Employer or of the
Board of Directors, or


 


(b)           Any action taken by a Participant in
connection with his or her duties for the Employer, 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, and not opposed to, the best interest of the
Employer, and he or she had no reasonable cause to believe his or her conduct
was unlawful.


 


If the Matching Contributions and
Discretionary Employer Contributions credited to the Account of a Participant
shall be forfeited by reason of his or her termination of employment for Cause,
the Employer shall give at least 30 days prior written notice to the Participant
specifying in detail the reason or reasons constituting Cause.


 


20

















 


9.     In addition to the events indicated under Section
1.07(e), a Participant will be fully vested in his or her Account in the event
of the termination of the Plan.


 


21