Common use of YOUR COMMITMENTS TO CBOE AND TO THE COMBINED COMPANY Clause in Contracts

YOUR COMMITMENTS TO CBOE AND TO THE COMBINED COMPANY. 1. You agree not to assert that the transition from your current position with Bats to the proposed position with the combined company as described above would constitute “Good Reason” for purposes of your Employment Agreement. In the event, however, that within 24 months following the closing of the proposed transaction, (i) there were to be a material reduction in title, role or aggregate compensation from that described above in A.1 and A.2, (ii) your principal office location were to be moved more than 50 miles from that shown above or (iii) the Award is not granted as contemplated in A.3, then you will be entitled to assert “Good Reason” as a basis for voluntarily terminating your employment, but you would need to comply with the procedural requirements of your Employment Agreement to do so. 2. As an officer and executive of the combined company, you agree to abide by your fiduciary duties to the combined company and its shareholders and to corporate policies in effect from time to time, including obligations as to conflicts of interest and confidentiality. You also agree to comply with the confidentiality, noncompetition, nonsolicitation and nondisparagement obligations in your Employment Agreement with Bats and agree that those obligations will be for the benefit of both CBOE and Bats. 3. You confirm that it is your intention to be a part of the management team of the combined company on a full-time basis for the foreseeable future, it being understood that at any time you would be free to terminate your employment to pursue other opportunities and that, as is the case with any other executive and subject to any rights and obligations under the Employment Agreement or the severance policies referred to in A.6 above, your employment may be terminated by the combined company based upon performance, cause or any other reason. Xxxxx Xxxxxxx Continued Employment Offer We are excited by the prospect of the strategic combination and of working with you to achieve the bright prospects we all envision for the combined company. If you are in agreement with the foregoing, please sign a copy of this letter in the space provided below and return it to me. Very truly yours, CBOE Holdings, Inc. By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN Xxxxx Xxxxxxx CBOE Holdings, Inc. has established this Second Amended and Restated CBOE Holdings, Inc. Long- Term Incentive Plan (second amendment and restatement effective February 17, 2016) to provide an additional inducement for Eligible Individuals to provide services to the Corporation or an Affiliate as an Employee or non-employee Director, to reward such Eligible Individuals by providing an opportunity to acquire incentive awards, and to provide a means through which the Corporation may attract able persons to enter the employment of or engagement with the Corporation or one of its Affiliates. Awards may, in the discretion of the Board or Committee, and subject to such restrictions as the Board or Committee may determine or as provided herein, consist of Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Incentive Compensation Awards, or any combination of the foregoing.

YOUR COMMITMENTS TO CBOE AND TO THE COMBINED COMPANY. 1. You agree not to assert that the transition from your current position with Bats to the proposed position with the combined company as described above would constitute “Good Reason” for purposes of your Employment Agreement. In the event, however, that within 24 months following the closing of the proposed transaction, (i) there were to be a material reduction in title, role or aggregate compensation from that described above in A.1 and A.2, (ii) your principal office location were to be moved more than 50 miles from that shown above or (iii) the Award is not granted as contemplated in A.3, then you will be entitled to assert “Good Reason” as a basis for voluntarily terminating your employment, but you would need to comply with the procedural requirements of your Employment Agreement to do so. 2. As an officer and senior executive of the combined company, you agree to abide by your fiduciary duties to the combined company and its shareholders and to corporate policies in effect from time to time, including obligations as to conflicts of interest and confidentiality. You also agree to comply with the confidentiality, noncompetition, nonsolicitation and nondisparagement obligations in your Employment Agreement with Bats and agree that those obligations will be for the benefit of both CBOE and Bats.. Xxxx Xxxxxxx Continued Employment Offer 3. You confirm that it is your intention to be a part of the management team of the combined company on a full-time basis for the foreseeable future, it being understood that at any time you would be free to terminate your employment to pursue other opportunities and that, as is the case with any other executive and subject to any rights and obligations under the Employment Agreement or the severance policies referred to in A.6 above, your employment may be terminated by the combined company based upon performance, cause or any other reason. Xxxxx Xxxxxxx Continued Employment Offer We are excited by the prospect of the strategic combination and of working with you to achieve the bright prospects we all envision for the combined company. If you are in agreement with the foregoing, please sign a copy of this letter in the space provided below and return it to me. Very truly yours, CBOE Holdings, Inc. By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN Xxxxx Xxxx Xxxxxxx CBOE Holdings, Inc. has established this Second Amended and Restated CBOE Holdings, Inc. Long- Term Incentive Plan (second amendment and restatement effective February 17, 2016) to provide an additional inducement for Eligible Individuals to provide services to the Corporation or an Affiliate as an Employee or non-employee Director, to reward such Eligible Individuals by providing an opportunity to acquire incentive awards, and to provide a means through which the Corporation may attract able persons to enter the employment of or engagement with the Corporation or one of its Affiliates. Awards may, in the discretion of the Board or Committee, and subject to such restrictions as the Board or Committee may determine or as provided herein, consist of Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Incentive Compensation Awards, or any combination of the foregoing.

YOUR COMMITMENTS TO CBOE AND TO THE COMBINED COMPANY. 1. You agree not to assert that the transition from your current position with Bats to the proposed position with the combined company as described above would constitute “Good Reason” for purposes of your Employment Agreement. In the event, however, that within 24 months following the closing of the proposed transaction, (i) there were to be a material reduction in title, role or aggregate compensation from that described above in A.1 and A.2, (ii) your principal office location were to be moved more than 50 miles from that shown above or (iii) the Award is not granted as contemplated in A.3, then you will be entitled to assert “Good Reason” as a basis for voluntarily terminating your employment, but you would need to comply with the procedural requirements of your Employment Agreement to do so.. Xxxxx Xxxxxxxx Continued Employment Offer 2. As an officer and senior executive of the combined company, you agree to abide by your fiduciary duties to the combined company and its shareholders and to corporate policies in effect from time to time, including obligations as to conflicts of interest and confidentiality. You also agree to comply with the confidentiality, noncompetition, nonsolicitation and nondisparagement obligations in your Employment Agreement with Bats and agree that those obligations will be for the benefit of both CBOE and Bats. 3. You confirm that it is your intention to be a part of the management team of the combined company on a full-time basis for the foreseeable future, it being understood that at any time you would be free to terminate your employment to pursue other opportunities and that, as is the case with any other executive and subject to any rights and obligations under the Employment Agreement or the severance policies referred to in A.6 above, your employment may be terminated by the combined company based upon performance, cause or any other reason. Xxxxx Xxxxxxx Continued Employment Offer We are excited by the prospect of the strategic combination and of working with you to achieve the bright prospects we all envision for the combined company. If you are in agreement with the foregoing, please sign a copy of this letter in the space provided below and return it to me. Very truly yours, CBOE Holdings, Inc. By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN Xxxxx Xxxxxxx Xxxxxxxx You will be eligible to receive a special Trading Platform Incentive Bonus of up to $1,500,000 based on the extent to which you successfully implement the Bats trading platform on the three CBOE exchanges, as set forth below. Within 60 days after the date on which you complete the successful implementation of the Bats trading platform on one of the applicable exchanges to the reasonable satisfaction of the Chief Executive Officer of CBOE and in satisfaction of the time, budget and other metrics set forth in the implementation project plan, you will receive the cash payment corresponding to such exchange, as set forth below; provided that (i) the implementation is completed within three years following the closing date of the proposed transaction and (ii) you remain in continuous employment with CBOE through the date of payment. 1. CBOE Futures Exchange, LLC $500,000 2. C2 Options Exchange, Incorporated $500,000 3. Chicago Board Options Exchange, Incorporated $500,000 The Trading Platform Incentive Bonus shall not be taken into account for purposes of calculating any other CBOE benefit, including any retirement, annual or long-term incentive or severance benefit to which you may become entitled. CBOE Holdings, Inc. has established this Second Amended and Restated CBOE Holdings, Inc. Long- Term Incentive Plan (second amendment and restatement effective February 17, 2016) to provide an additional inducement for Eligible Individuals to provide services to the Corporation or an Affiliate as an Employee or non-employee Director, to reward such Eligible Individuals by providing an opportunity to acquire incentive awards, and to provide a means through which the Corporation may attract able persons to enter the employment of or engagement with the Corporation or one of its Affiliates. Awards may, in the discretion of the Board or Committee, and subject to such restrictions as the Board or Committee may determine or as provided herein, consist of Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Incentive Compensation Awards, or any combination of the foregoing.

YOUR COMMITMENTS TO CBOE AND TO THE COMBINED COMPANY. 1. You agree not to assert that the transition from your current position with Bats to the proposed position with the combined company as described above would constitute “Good Reason” for purposes of your Employment Agreement. In the event, however, that within 24 months following the closing of the proposed transaction, (i) there were to be a material reduction in title, role or aggregate compensation from that described above in A.1 and A.2, (ii) your principal office location were to be moved more than 50 miles from that shown above or (iii) the Award is not granted as contemplated in A.3, then you will be entitled to assert “Good Reason” as a basis for voluntarily terminating your employment, but you would need to comply with the procedural requirements of your Employment Agreement to do so. 2. As an officer and executive of the combined company, you agree to abide by your fiduciary duties to the combined company and its shareholders and to corporate policies in effect from time to time, including obligations as to conflicts of interest and confidentiality. You also agree to comply with the confidentiality, noncompetition, nonsolicitation and nondisparagement obligations in your Employment Agreement with Bats and agree that those obligations will be for the benefit of both CBOE and Bats.. Xxxxx X. Xxxxxx Continued Employment Offer 3. You confirm that it is your intention to be a part of the management team of the combined company on a full-time basis for the foreseeable future, it being understood that at any time you would be free to terminate your employment to pursue other opportunities and that, as is the case with any other executive and subject to any rights and obligations under the Employment Agreement or the severance policies referred to in A.6 above, your employment may be terminated by the combined company based upon performance, cause or any other reason. Xxxxx Xxxxxxx Continued Employment Offer We are excited by the prospect of the strategic combination and of working with you to achieve the bright prospects we all envision for the combined company. If you are in agreement with the foregoing, please sign a copy of this letter in the space provided below and return it to me. Very truly yours, CBOE Holdings, Inc. By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxx Xxxx AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN Xxxxx Xxxxxxx X. Xxxxxx We recognize that relocation to a new home and community can mean significant adjustments. We strive to make this adjustment as smooth as possible by counseling and assisting with relocation arrangements and expenses. The relocation benefits offered to you at the time of your employment offer to transfer are outlined in this Relocation Assistance Summary. Please read the Relocation Assistance Summary carefully to understand the relocation guidelines and expectations of you during the relocation process. Any and all deviations from the benefits outlined in your Relocation Assistance Summary must be referred to, and approved by Human Resources. • Where this summary refers to "employee", this includes a person who has accepted an internal transfer offer, and/or any eligible family members. Eligible family members includes the employee’s spouse and legal dependents who reside with the employee at the time of acceptance of the relocation and who will continue to reside with the employee at the new location. • Designated relocation services providers must be used in order for relocation expenses to be eligible for reimbursement or direct payment by CBOE. • Receipts and copies of other appropriate documentation are required for reimbursement or direct payment. CBOE’s corporate credit card should not be used for these types of expenses. • Relocation benefits are considered taxable income • You must sign the Relocation Expense Repayment Agreement provided by CBOE Holdingswith your offer letter in order to receive relocation benefits. The signed Relocation Expense Repayment Agreement must be returned with your signed offer letter, Inc. and receipt of both signed documents is required before CBOE will authorize and initiate the relocation process. This agreement requires you to reimburse CBOE for the amount of the total relocation expenses incurred by CBOE if you voluntarily terminate employment or are terminated for cause on or before 12 months from date of transfer. This agreement does not constitute an employment contract or guarantee of continued employment. The Human Resources (“HR”) Department is the first point of contact for relocation issues, such as clarification of approved relocation benefits, questions regarding information on the Relocation Assistance Summary, and authorization of any relocation benefits to vendors. 1. Once you have accepted an employment offer, sign and return to CBOE the offer letter and Relocation Expense Repayment Agreement. 2. Upon receipt of the offer letter and Relocation Expense Repayment Agreement, HR will initiate the relocation process by sending authorization to the relocation service vendors. 3. HR will notify you when the relocation process has established this Second Amended been authorized. 4. You should contact the relocation service company as soon as possible thereafter to begin the relocation process. Contact information is included in Relocation Vendors section below. Designated relocation vendors must be used. CBOE enlists the help of a relocation service company and Restated CBOE Holdings, Inc. Long- Term Incentive Plan (second amendment and restatement effective February 17, 2016) travel agency to provide an additional inducement for Eligible Individuals to provide our employee's relocation needs. The relocation service company is the point of contact for relocation arrangements, except travel arrangements and other items as noted. Travel arrangements are handled by CBOE's designated travel agency. CBOE uses the authorized relocation services to vendors listed below. Relocation service: PROMISOR RELOCATION LLC 000 X. XxXxxxx Street, Suite 2000 Chicago, IL 60603 Phone: (000) 000-0000 Fax: (000) 000-0000 Contact: Xxxxxxx Xxxxxx, SCRP, GMS Cell Phone: (000)000-0000 Travel arrangements: Options Travel Phone: (000) 000-0000, x-134 Toll free: (000) 000-0000 Contact: Xxxx XxXxxxxxx Below is a summary of relocation benefits offered. Any and all deviations from the Corporation or an Affiliate as an Employee or non-employee Director, to reward such Eligible Individuals by providing an opportunity to acquire incentive awardsbenefits outlined in the Relocation Assistance Summary below must be referred to, and to provide a means through which approved by, your HR Representative. Please read the Corporation may attract able persons to enter detailed descriptions of these relocation benefits on the employment of or engagement with the Corporation or one of its Affiliatesfollowing pages. Awards mayIf you have any questions, in the discretion of the Board or Committee, and subject to such restrictions as the Board or Committee may determine or as provided herein, consist of Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Incentive Compensation Awards, or any combination of the foregoingcontact HR.