IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION eSPEED, INC., and ELECTRONIC TRADING ) SYSTEMS CORPORATION, ) ) Plaintiff(s) ) ) ) CIVIL ACTION NO. 3:99-CV- 1016-M ) ) VS. ) ) THE BOARD OF TRADE OF THE CITY OF )...Settlement Agreement • November 10th, 2004 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
Exhibit 10.32 Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. Non-exclusive Software License Agreement This Non-exclusive...License Agreement • September 23rd, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
Exhibit 10.32 Non-exclusive Software License Agreement This Non-exclusive Software License Agreement (this "Agreement") is entered into between the following (each a "Party" and collectively the "Parties"): 1. Deutsche Borse Aktiengesellschaft, Neue...Software License Agreement • May 16th, 2003 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
ANDCredit Agreement • September 23rd, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
Exhibit 10.33 Confidential Materials omitted and filed separately with the Secutities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. Reorganization Agreement This Reorganization Agreement (the...Reorganization Agreement • September 23rd, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
AGREEMENTAgreement • October 24th, 2001 • Cbot Holdings Inc
AGREEMENTAgreement • September 23rd, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
The term of this Agreement shall commence as of the Effective Date and shall remain in full force and effect for five (5) years following the Commencement Date (the first twelve months following the Commencement Date being referred to herein as the...License Agreement • October 24th, 2001 • Cbot Holdings Inc • New York
] Shares CBOT HOLDINGS, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2005 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • New York
CONFIDENTIAL TREATMENT REQUESTED BY CBOT HOLDINGS, INC.Credit Agreement • May 16th, 2003 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
RECITALSDevelopment Services Agreement • May 16th, 2003 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • November 21st, 2001 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
Exhibit 10.31 Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. Software Maintenance Agreement This Software Maintenance...Software Maintenance Agreement • September 23rd, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. CONFIDENTIAL ------------ SECOND AMENDMENT TO LICENSE AGREEMENT This Second...License Agreement • October 24th, 2001 • Cbot Holdings Inc
PREAMBLE --------Software License Agreement • October 24th, 2001 • Cbot Holdings Inc • New York
RECITALSManaged Services Agreement • May 16th, 2003 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
Exhibit 10.34 New Systems Operations Agreement This New Systems Operations Agreement (the "Agreement") is entered into between 1. Board of Trade of the City of Chicago, Inc., 141 West Jackson Blvd., Suite 600-A, Chicago, Illinois, 60604, United States...Systems Operations Agreement • May 16th, 2003 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 11th, 2007 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
This AMENDMENT NO. 2, dated as of May 11, 2007 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 17, 2006 and amended as of December 20, 2006 (the “Agreement”), is by and among Chicago Mercantile Exchange Holdings Inc., a Delaware corporation (“CME Holdings”), CBOT Holdings, Inc., a Delaware corporation (“CBOT Holdings”), and Board of Trade of the City of Chicago, Inc., a Delaware non-stock corporation and subsidiary of CBOT Holdings (“CBOT”).
CBOT Holdings, Inc. and Computershare Investor Services LLC Amended and Restated Rights Agreement Dated as of June 24, 2005 and amended as of September 14, 2006Rights Agreement • September 15th, 2006 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
RECITALS:Cbot Holdings Inc • May 16th, 2003 • Security & commodity brokers, dealers, exchanges & services • Illinois
Exhibit 10.19 Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. Master Software Development Agreement This Master Software...Master Software Development Agreement • October 24th, 2001 • Cbot Holdings Inc • New York
RECITALSCeres License Agreement • September 23rd, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • February 11th, 2005 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
This Interface Sublicense Agreement (this “Agreement”) dated as of , 200 (the “Effective Date”), is between Board of Trade of the City of Chicago, Inc., a Delaware corporation (the “CBOT”), and , a(n) [form of entity] (“Licensee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 1.
Exhibit 10.20 Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Asterisks denote omissions. CONFIRMATION OF RIGHTS AGREEMENT...Confirmation of Rights Agreement • October 24th, 2001 • Cbot Holdings Inc
Confidential Treatment Requested by CBOT Holding, Inc. CLEARING SERVICES AGREEMENT EFFECTIVE THE 16th DAY OF APRIL 2003Clearing Services Agreement • November 10th, 2004 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
Immediately following the Effective Date, each Party will identify individuals to participate in the following review teams, each of which will review matters assigned to it and develop any related elements of the Plan. Where a team is assigned to identify interface requirements or other technical requirements, the team shall produce at least a high-level functional specifications document. The Parties agree that the project review teams shall complete the process of fully defining requirements for each aspect of the project described below by May 16, 2003, meaning that the teams will have decided how to resolve any open issues and have documented and circulated their assigned elements of the Plan, including any functional specifications documents.
AGREEMENT AND PLAN OF MERGER AMONG CHICAGO MERCANTILE EXCHANGE HOLDINGS INC., CBOT HOLDINGS, INC. AND BOARD OF TRADE OF THE CITY OF CHICAGO, INC. DATED AS OF OCTOBER 17, 2006Agreement and Plan of Merger • October 18th, 2006 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 17, 2006 (this “Agreement”), among CHICAGO MERCANTILE EXCHANGE HOLDINGS INC., a Delaware corporation (“CME Holdings”), CBOT HOLDINGS, INC., a Delaware corporation (“CBOT Holdings”), and BOARD OF TRADE OF THE CITY OF CHICAGO, INC., a Delaware non-stock corporation and subsidiary of CBOT Holdings (“CBOT”). CME Holdings, CBOT Holdings and CBOT are referred to individually as a “Party” and collectively as the “Parties.”
SUBSIDIARY VOTING TRUST AGREEMENTSubsidiary Voting Trust Agreement • October 18th, 2005 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
This Subsidiary Voting Trust Agreement (this “Agreement”) is entered into as of October 12, 2005 by and among CBOT Holdings, Inc., a Delaware stock corporation (“CBOT Holdings”), Board of Trade of the City of Chicago, Inc., a Delaware nonstock corporation (the “CBOT Subsidiary”) and a wholly-owned subsidiary of CBOT Holdings, and Wilmington Trust Company, a Delaware banking corporation (the “Trustee”), for the purpose of forming a statutory trust (the “Subsidiary Voting Trust”) under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (the “Delaware Act”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 15th, 2005 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2005, by and between CBOT Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
May 4, 2005Cbot Holdings Inc • May 9th, 2005 • Security & commodity brokers, dealers, exchanges & services
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT CAROL A. BURKE EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL BOARD OF TRADE OF THE CITY OF CHICAGO, INC.Executive Employment Agreement • September 26th, 2005 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of September 23, 2005, is between the Board of Trade of the City of Chicago, Inc., a Delaware corporation and successor by merger to Board of Trade of the City of Chicago, an Illinois corporation (the “Company”), and Carol A. Burke (“Executive”). Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 18th, 2006 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS AMENDMENT No. 1, dated as of October 17, 2006 (this “Amendment”), to the Amended and Restated Rights Agreement dated as of September 14, 2006 (the “Rights Agreement”; except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the meanings set forth in the Rights Agreement), between CBOT Holdings, Inc, a Delaware corporation. (“CBOT”) and Computershare Investor Services LLC, as Rights Agent (the “Rights Agent”).
SECOND AMENDMENT TO SETTLEMENT AGREEMENT DATED FEBRUARY 6, 2004Settlement Agreement • September 30th, 2004 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
WHEREAS, as of February 6, 2004, the Plaintiff Class Representatives (on behalf of the Plaintiff Class) in Feldheim, et al. v. Sims, et al., Circuit Court of Cook County Case No. 00 CH 11791 (“the Minority Member Lawsuit”) and the Board of Trade of the City of Chicago, Inc., including its parents, subsidiaries, predecessors, successors, assigns and any other corporate entity that is created by the CBOT to effectuate any Restructuring (“CBOT”) (collectively, “the Parties”) entered into a “Settlement Agreement” (Ex. A, hereto); and
Exhibit 10.36 GENERAL RELEASE AND SEPARATION AGREEMENT ---------------------------------------- By this General Release and Separation Agreement ("Agreement"), between David J. Vitale ("Vitale") and the Board of Trade of the City of Chicago ("CBOT"),...General Release and Separation Agreement • November 13th, 2002 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
DEVELOPMENT SERVICES AGREEMENTDevelopment Services Agreement • June 17th, 2004 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois
AMENDMENT TO SETTLEMENT AGREEMENT DATED FEBRUARY 6, 2004Settlement Agreement • September 30th, 2004 • Cbot Holdings Inc • Security & commodity brokers, dealers, exchanges & services
WHEREAS, as of February 6, 2004, the Plaintiff Class Representatives (on behalf of the Plaintiff Class) in Feldheim, et al. v. Sims, et al., Circuit Court of Cook County Case No. 00 CH 11791 (“the Minority Member Lawsuit”) and the Board of Trade of the City of Chicago, Inc., including its parents, subsidiaries, predecessors, successors, assigns and any other corporate entity that is created by the CBOT to effectuate any Restructuring (“CBOT”) (collectively, “the Parties”) entered into a Settlement Agreement (Ex. A, hereto); and,
