Employment Agreement (2010)Full Document 

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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of this 12th day of January 2010, by and between the CHICAGO BOARD OPTIONS EXCHANGE, INC. (“Employer”) and EDWARD J. JOYCE (“Employee”), to become effective December 31, 2009 (the “Effective Date”), is an amendment and restatement of the employment agreement previously entered into between Employer and Employee dated September 16, 2003, and subsequently amended June 2, 2006, January 23, 2007, December 22, 2008, and May 1, 2009 (the “Prior Agreement”).




WHEREAS, Employer and Employee desire to amend, revise and restate the Prior Agreement;


WHEREAS, Employer desires that Employee continue to provide services for the benefit of Employer and its affiliates and Employee desires to continue such employment with Employer;


WHEREAS, Employer and Employee acknowledge that Employee will continue to be a member of the senior management team of Employer and, as such, will continue to participate in implementing Employer’s business plan;


WHEREAS, in the course of employment with Employer, Employee has had and will continue to have access to certain Secret or Confidential Information that relates to or will relate to the business of Employer and its affiliates; and


WHEREAS, Employer desires that any such information not be disclosed to other parties or otherwise used for unauthorized purposes.


NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.             Employment.


(a)           Employer shall continue to employ Employee on the terms hereinafter set forth.  Employee shall continue to be employed as President of Employer during the Term.  Employee shall perform such duties as may be prescribed for such office in the Constitution and Rules of Employer, and those consistent with the office of President that may be assigned to him from time to time by the Chief Executive Officer and the Chairman of the Board of Directors (the “Board”) of Employer.


(b)           Employee agrees to devote his full business time and efforts to the affairs of Employer and to the performance of his duties as its President.  In doing so, he agrees



to conduct himself at all times in a manner consistent with the excellent reputation of Employer.


(c)           Employee agrees not to accept any membership on the board of directors of any private or public corporation without the prior written approval of the Board.  The Board will grant such approval if, in its discretion, such membership will present no conflict of interest or interference with Employee’s duties as President of Employer.


2.             Term.  This Agreement shall commence on the Effective Date and shall expire on December 31, 2011 (the “Initial Term”), unless terminated earlier pursuant to the provisions of Sections 5, 6, 7 or 8 hereof.  The term of employment shall be renewed automatically for successive periods of one (1) year each (a “Renewal Term”) after the expiration of the Initial Term, unless Employer provides Employee, or Employee provides Employer, with written notice to the contrary at least one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term.  The Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”  If either Employer or Employee elect not to renew the Term of this Agreement in accordance with this Section 2 and Employee thereafter continues in employment with Employer, Employee shall be employed on an at-will basis and the terms of such employment and any subsequent termination of employment shall be subject solely to the general employment practices and policies of Employer.


3.             Compensation.  Employer shall pay to Employee the following for all services to be performed by Employee during the Term:


(a)           A base salary (“Base Salary”) at the rate of seven hundred fifty thousand dollars ($750,000) per annum.  Base Salary shall be payable in substantially equal regular installments in accordance with Employer’s practices for other

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