EX-10.3






AMENDED AND RESTATED

CME GROUP INC. INCENTIVE PLAN FOR NAMED EXECUTIVE OFFICERS

(Amended and Restated as of May 13, 2009)




1. Purpose. The purpose of the CME Group Inc. Incentive Plan for Named Executive Officers is
to align the interests of Company management with those of the shareholders of the Company by
encouraging management to achieve goals intended to increase shareholder value.



2. Definitions. The following terms, as used herein, shall have the following meanings:




(a) “Award” shall mean an incentive compensation award, granted pursuant to the Plan,
which is contingent upon the attainment of Performance Factors with respect to a Performance
Period.




(b) “Board” shall mean the Board of Directors of the Company.




(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.




(d) “Committee” shall mean the Compensation Committee of the Board or such other
committee as may be appointed by the Board to administer the Plan in accordance with
Section 3 of the Plan.




(e) “Common Stock” shall mean the common stock of the Company, par value $0.01 per
share.




(f) “Company” shall mean CME Group Inc., a Delaware corporation, or any successor
corporation.




(g) “Disability” shall mean permanent disability as determined pursuant to the
long-term disability plan or policy of the Company or its Subsidiaries in effect at the time
of such disability and applicable to a Participant.




(h) “Effective Date” shall mean January 1, 2003.




(i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




(j) “Participant” shall mean an employee of the Company or any Subsidiary of the
Company who is, pursuant to Section 4 of the Plan, selected to participate herein.




(k) “Performance Factors” shall mean the criteria and objectives, determined by the
Committee, which must be met during the applicable Performance Period as a condition of the
Participant’s receipt of payment with respect to an Award. Performance Factors may include
any or all of the following or any combination thereof: gross margin, operating margin,
revenue growth, free cash flow, cash earnings, operating expense, expense reductions,
operations efficiency, operating cash flow, earnings per share, economic value added,
cash-flow return on investment, net income, total shareholder return, return on investment,
return on equity, return on assets or any increase or decrease of one or more of the
foregoing over a specified period. Such Performance Factors may relate to the performance of
the Company, a Subsidiary, any portion of the business, product line, or any combination
thereof and may be expressed on an aggregate, per share (outstanding or fully diluted) or
per unit basis. Where applicable, the Performance Factors may be expressed in terms of
attaining a specified level of the particular criteria, the attainment of a percentage
increase or decrease in the particular criteria, or may be applied to the performance of the
Company, a Subsidiary, a business unit, a product line, or any combination thereof, relative
to a market index, a group of other companies (or their subsidiaries, business units or
product lines), or a combination thereof, all as determined by the Committee. Performance
Factors may include a threshold level of performance below which no payment shall be made,
levels of performance below the target level but above the threshold level at which
specified percentages of the Award shall be paid, a target level of performance at which the
full Award shall be paid, levels of performance above the target level but below the maximum
level at which specified multiples of the Award shall be paid, and a maximum level of
performance above which no additional payment shall be made. Performance Factors may also
specify that payments for levels of performances between specified levels will be
interpolated.



 




(l) “Performance Period” shall mean the twelve-month periods commencing on
January 1, 2003 and each January 1 thereafter, or such other longer or shorter periods as
the Committee shall determine, consistent with the requirements of Section 162(m), if
applicable.




(m) “Plan” shall mean this CME Group Inc. Incentive Plan for Named Executive Officers
(formerly known as the Annual Incentive Plan for Highly Compensated Executives).




(n) “Subsidiary” shall mean any company, partnership, limited liability company,
business or entity (other than the Company) of which at least 50% of the combined voting
power of its voting securities is, or the operations and management are, directly or
indirectly controlled by the Company.



3. Administration. The Plan shall be administered by a Committee of the Board. The Committee
shall have the authority in its sole discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers and authorities
either specifically granted to it under the Plan or necessary or advisable in the administration of
the Plan, including, without limitation, the authority to grant Awards; to determine the persons to
whom and the time or times at which Awards shall be granted; to determine the terms, conditions,
restrictions and Performance Factors relating to any Award; to determine whether, to what extent,
and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to make
adjustments in the Performance Factors in recognition of unusual or non-recurring events affecting
the Company or its Subsidiaries or the financial statements of the Company or its Subsidiaries, or
in response to changes in applicable laws, regulations or accounting principles; to construe and
interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of Awards (including provisions relating to a
change in control of the Company); and to make all other determinations deemed necessary or
advisable for the administration of the Plan. Without limiting the generality of the foregoing, the
Committee shall have the sole discretion to determine whether, or to what extent, Performance
Factors are achieved; provided, however, that the Committee shall have the authority to make
appropriate adjustments in Performance Factors under an Award to reflect the impact of
extraordinary items not reflected in such goals. For purposes of the Plan, extraordinary items
shall be defined as (1) any profit or loss attributable to acquisitions or dispositions of stock or
assets, (2) any changes in accounting standards or treatments that may be required or permitted by
the Financial Accounting Standards Board or adopted by the Company or its Subsidiaries after the
goal is established, (3) all items of gain, loss or expense for the year related to restructuring
charges for the Company or its Subsidiaries, (4) all items of gain, loss or expense for the year
determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the
disposal of a segment of a business, (5) all items of gain, loss or expense for the year related to
discontinued operations that do not qualify as a segment of a business as defined in APB Opinion
No. 30 (or successor literature), (6) the impact of capital expenditures, (7) the impact of share
repurchases and other changes in the number of outstanding shares, and (8) such other items as may
be prescribed by Section 162(m) of the Code and the Treasury Regulations thereunder as may be in
effect from time to time, and any amendments, revisions or successor provisions and any changes
thereto.



The Committee shall consist of two or more persons each of whom shall be an “outside director”
within the meaning of Section 162(m) of the Code. All decisions, determinations and interpretations
of



 the Committee shall be final and binding on all persons, including the Company and
the Participant (or any person claiming any rights under the Plan from or through any Participant).



Subject to Section 162(m) of the Code or as otherwise required for compliance with other
applicable law, the Committee may delegate all or any part of its authority under the Plan.



4. Eligibility. Awards may be granted to Participants in the sole discretion of the Committee.
In determining the persons to whom Awards shall be granted and the Performance Factors relating to
each Award, the Committee shall take into account such factors as the Committee shall deem relevant
in connection with accomplishing the purposes of the Plan.



5. Terms of Awards. Awards granted pursuant to the Plan shall be communicated to Participants
in such form as the Committee shall from time to time approve and the terms and conditions of such
Awards shall be set forth therein.




(a) In General. On or prior to the date on which 25% of a Performance Period has elapsed
(but not later than the 90th day of such period), the Committee shall
specify in writing, by resolution of the Committee or other appropriate action, the
Participants for such Performance Period and the Performance Factors applicable to each Award
for each Participant with respect to such Performance Period. Payment in respect of Awards
shall be made only if and to the extent the minimum Performance Factors with respect to such
Performance Period are attained.




(b) Special Provisions Regarding Awards. Notwithstanding anything to the contrary
contained herein, in no event shall payment in respect of Awards granted hereunder exceed
$5,000,000 to any one Participant in any one year. The Committee may at its discretion
decrease the amount of an Award payable upon attainment of the specified Performance Factors,
but in no event may the Committee increase at its discretion the amount of an Award payable
upon attainment of the specified Performance Factors.




(c) Time and Form of Payment. All payments in respect of Awards granted under this Plan
shall be made in cash within two and one-half (2  1/2) months
after the end of the Performance Period, but in no event shall such payments be made later
than December 31 of the year after the end of the Performance Period.



6. Term. Subject to the approval of the Amended and Restated Plan by the holders of a majority
of the Common Stock represented and voting on the proposal at the annual meeting of Company
stockholders to be held in 2009 (or any adjournment thereof), the Plan shall be effective as of
May 13, 2009 and shall continue in effect until the fifth anniversary of the date of such
stockholder approval, unless earlier terminated as provided below.



7. General Provisions.




(a) Compliance with Legal Requirements. The Plan and the granting and payment of Awards,
and the other obligations of the Company under the Plan shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any regulatory or
governmental agency as may be required.




(b) Nontransferability. Awards shall not be transferable by a Participant.




(c) No Right To Continued Employment. Nothing in the Plan or in any Award granted
pursuant hereto shall confer upon any Participant the right to continue in the employ of the
Company or any of its Subsidiaries or to be entitled to any remuneration or benefits not set
forth in the Plan or to interfere with or limit in any way whatever rights otherwise exist of
the Company or its Subsidiaries to terminate such Participant’s employment or change such
Participant’s remuneration.



 




(d) Withholding Taxes. Where a Participant or other person is entitled to receive a
payment pursuant to an Award hereunder, the Company shall have the right either to deduct from
the payment, or to require the Participant or such other person to pay to the Company prior to
delivery of such payment, an amount sufficient to satisfy any federal, state, local or other
withholding tax requirements related thereto.




(e) Amendment, Termination and Duration of the Plan. The Board or the Committee may at
any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in
part; provided that, no amendment that requires stockholder approval in order for the Plan to
continue to comply with Code Section 162(m) shall be effective unless the same shall be
approved by the requisite vote of the stockholders of the Company.




(f) Participant Rights. No Participant shall have any claim to be granted any Award under
the Plan, and there is no obligation for uniformity of treatment for Participants.




(g) Termination of Employment.




(i) Unless otherwise provided by the Committee, and except as set forth in
subparagraph (ii) of this Section 7(g), a Participant must be actively employed by the
Company or its Subsidiaries at the time Awards are generally paid with respect to a
Performance Period in order to be eligible to receive payment in respect of such Award.



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(ii) Unless otherwise provided by the Committee, if a Participant’s employment is
terminated as result of death, Disability or voluntary retirement with the consent of the
Company prior to the end of the Performance Period, such Participant shall receive a pro
rata portion of the Award that he or she would have received with respect to the
applicable Performance Period provided that the minimum Performance Factors with respect
to such Performance Period are attained. Such pro rata Award shall be payable at the time
payment is made to other Participants in respect of such Performance Period.




(h) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for
incentive and deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any
such Participant any rights that are greater than those of a general creditor of the Company.




(i) Governing Law. The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware without giving effect to the conflict
of laws principles thereof.




(j) Effective Date. The Plan shall take effect upon its adoption by the Board; provided,
however, that the Plan shall be subject to the requisite approval of the stockholders of the
Company in order to comply with Section 162(m) of the Code. In the absence of such approval,
the Plan (and any Awards made pursuant to the Plan prior to the date of such approval) shall
be null and void.




(k) Interpretation. The Plan is designed and intended to comply, to the extent
applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a
manner to so comply.



 




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