Cboe Global Markets, Inc.Underwriting Agreement • March 4th, 2022 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Introductory. Cboe Global Markets, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 3.000% Senior Notes due 2032 (the “Notes”). BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
INDENTURE between CBOE GLOBAL MARKETS, INC., as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Dated as of [__________], [____] Providing for the Issuance of Debt Securities in Series CBOE GLOBAL MARKETS, INC. Reconciliation and tie...Indenture • February 17th, 2023 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
INDENTURE, dated as of [__________], [____], between CBOE GLOBAL MARKETS, INC., a Delaware corporation, as Issuer (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (the “Trustee”).
CBOE Holdings, Inc.Underwriting Agreement • June 29th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Introductory. CBOE Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 1.950% Senior Notes due 2019 (the “Notes”). Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
CBOE GLOBAL MARKETS, INC. LONG-TERM INCENTIVE PLAN Restricted Stock Unit Award Agreement – Performance BasedRestricted Stock Unit Award Agreement • February 16th, 2024 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated effective _______________________(the “Award Date”), and is between Cboe Global Markets, Inc. (the “Corporation”) and _______________ (“Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).
AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • July 1st, 2021 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 2, dated as of June 25, 2021 (this “Amendment”) to the Credit Agreement referred to below, is entered into by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Borrower”), the Initial Lender, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used and not defined in this Amendment have the same meanings as specified in the Amended Credit Agreement referred to below.
TERM LOAN CREDIT AGREEMENT Dated as of March 22, 2018 among CBOE GLOBAL MARKETS, INC., as the Borrower,Term Loan Credit Agreement • March 23rd, 2018 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This TERM LOAN CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 22, 2018, by and among CBOE GLOBAL MARKETS, INC.(f/k/a CBOE Holdings, Inc.), a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and as the sole Lender on the Closing Date (in such capacity, the “Initial Lender”).
AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • April 1st, 2022 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 3, dated as of March 29, 2022 (this “Amendment”) to the Credit Agreement referred to below, is entered into by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Borrower”), the Initial Lender, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise provided, capitalized terms used and not defined in this Amendment have the same meanings as specified in the Amended Credit Agreement referred to below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 25, 2022 among CBOE GLOBAL MARKETS, INC., as the Company, BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender, and The Other Lenders Party Hereto BOFA SECURITIES,...Credit Agreement • February 28th, 2022 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 25, 2022, by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of this 22nd day of January 2010, by and between the CHICAGO BOARD OPTIONS EXCHANGE, INC. (“Employer”) and EDWARD TILLY (“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 effective as of August 21, 2006 and subsequently amended effective December 31, 2008 and May 1, 2009 (the “Prior Agreement”).
Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 19th, 2016 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated effective [_______________________] (the “Award Date”), and is between CBOE Holdings, Inc. (the “Corporation”) and [__________________] (“Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 28th, 2016 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of September 25, 2016 (this “Agreement”), is entered into by and between Bats Global Markets, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2023 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 9th day of February 2023, by and between Cboe Global Markets, Inc. (“Cboe” and, unless indicated otherwise, referred to herein together with its subsidiaries as “Employer”) and EDWARD T. TILLY (“Employee”).
Underwriting AgreementUnderwriting Agreement • May 18th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
CBOE Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of unrestricted common stock, par value $0.01 per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
CBOE LETTERHEAD]Merger Agreement • February 21st, 2020 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
As you are well aware, our two companies have entered into a definitive merger agreement pursuant to which Bats Global Markets, Inc. (“Bats”) will become a wholly owned subsidiary of CBOE Holdings, Inc. (“CBOE”). It is important to both CBOE and Bats that we have reasonable assurance of your commitment to be part of the management team of the combined company going forward.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of this 13th day of January 2010, by and between the CHICAGO BOARD OPTIONS EXCHANGE, INC. (“Employer”) and WILLIAM J. BRODSKY (“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 entered into effective as of January 1, 2007, and subsequently amended effective as of December 9, 2008 (the “Prior Agreement”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • February 16th, 2024 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS AMENDED AND RESTATED DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ______, 20___ by and between Cboe Global Markets, Inc., a Delaware corporation (the “Corporation”), and ____________ (“Indemnitee”).
CBOE Global Markets, INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 17th, 2023 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is dated effective _____________ (the “Award Date”), and is between Cboe Global Markets, Inc. (the “Corporation”) and _________________ (“Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).
ContractAmendment and Restatement Agreement • June 28th, 2024 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services
AMENDMENT AND RESTATEMENT AGREEMENT relating to a facility agreement originally dated 1 July 2020, as amended and restated on 1 July 2021, 30 June 2022 and 29 June 2023.
Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 22nd, 2019 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated effective _______________________ (the “Award Date”), and is between Cboe Global Markets, Inc. (the “Corporation”) and ___________________ (“Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated Cboe Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 21st, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated effective _______________________ (the “Award Date”), and is between CBOE Holdings, Inc. (the “Corporation”) and __________________ (“Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Second Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan (as may be amended from time to time, the “Plan”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 3rd, 2020 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AMENDMENT NO. 1, dated as of May 29, 2020 (this “Amendment”) to the Credit Agreement referred to below, is entered into by and among CBOE GLOBAL MARKETS, INC., a Delaware corporation (the “Company”), Lenders constituting the Required Lenders, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used and not defined in this Amendment have the same meanings as specified in the Amended Credit Agreement referred to below.
RETIREMENT AGREEMENTRetirement Agreement • May 11th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
This RETIREMENT AGREEMENT (the “Agreement”) is made and entered into as of this 27th day of February, 2017 (the “Effective Date”), by and between CBOE HOLDINGS, INC. (the “Corporation”), the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), C2 OPTIONS EXCHANGE, INCORPORATED (“C2” and, unless indicated otherwise, referred to herein together with the Corporation and CBOE as “Employer”) and Gerald O’Connell (“Executive”).
RESTRICTED STOCK AWARDRestricted Stock Award • May 11th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibits A and B (the Grant Letter and Exhibits A and B together constituting this “Agreement”), Bats Global Markets, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of Restricted Stock (the “Award”). The Award is granted under and is subject to the Bats Global Markets, Inc. 2016 Omnibus Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. In the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you, the provisions of the Plan shall control.
AMENDMENT NO. 5 TO LICENSE AGREEMENTLicense Agreement • April 12th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
This Amendment No. 5 to the Restated License Agreement effective as of November 1, 1994 as previously amended by Amendment No. 1 thereto dated January 15, 1995, Amendment No. 2 thereto dated April 1, 1998, Amendment No. 3 thereto dated July 28, 2000, and Amendment No. 4 thereto dated October 27, 2000 (such Amendment, “Amendment No. 4,” and such Restated License Agreement together with such Amendments, collectively, the “License Agreement”), is made as of the 1st day of March, 2003, by and between STANDARD & POOR’S (“S&P”), a division of The McGraw-Hill Companies, Inc., a New York corporation having an office at 55 Water Street, New York, New York 10041, and the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), having an office at 400 South LaSalle, Chicago, Illinois 60605.
AMENDED AND RESTATED AMENDMENT NO. 6 TO LICENSE AGREEMENTLicense Agreement • April 12th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
This Amended and Restated Amendment No. 6 (this “Restated Amendment No. 6”) is made as of the 24th day of February, 2009, by and between STANDARD & POOR’S FINANCIAL SERVICES LLC (“S&P”), a Delaware limited liability company having an office at 55 Water Street, New York, New York 10041, a wholly-owned subsidiary of The McGraw-Hill Companies, Inc. (“McGraw-Hill”), and the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), a Delaware corporation having an office at 400 South LaSalle, Chicago, Illinois 60605. This Restated Amendment No. 6 amends and restates Amendment No. 6 dated as of September 2, 2003 (“Original Amendment No. 6”) to the Restated License Agreement effective as of November 1, 1994 between Standard & Poor’s, a division of McGraw-Hill, and CBOE, as previously amended by Amendment No. 1 thereto dated January 15, 1995, Amendment No. 2 thereto dated April 1, 1998, Amendment No. 3 thereto dated July 28, 2000, Amendment No. 4 thereto dated October 27, 2000, Amendment No. 5 th
Dear Bats Global Markets, Inc. Stockholder:Merger Agreement • November 18th, 2016 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
Thank you for your support as we work toward completing the acquisition by CBOE Holdings, Inc. (“CBOE Holdings”) of Bats Global Markets, Inc. (“Bats”). On September 25, 2016, CBOE Holdings, two wholly owned subsidiaries of CBOE Holdings and Bats entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, a wholly owned subsidiary of CBOE Holdings will merge with and into Bats, with Bats as the Surviving Corporation (the “merger”), and immediately following the merger, CBOE Holdings will cause the Surviving Corporation to merge with and into CBOE V, LLC, a direct wholly-owned subsidiary of CBOE Holdings (the subsequent merger”). The adoption of the Merger Agreement will be considered at a special meeting of Bats stockholders to be held on [ ], 201[·]. The merger is subject to such adoption, the receipt of approval by CBOE Holdings stockholders of the issuance
CBOE LETTERHEAD]Management Commitment Letter • November 7th, 2017 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois
Adoption Agreement IMPORTANT NOTEAdoption Agreement • February 9th, 2007 • CBOE Holdings, Inc.
This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity An Adopting Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Adopting 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 provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2007 • CBOE Holdings, Inc. • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of this 1st day of January, 2007, by and between the CHICAGO BOARD OPTIONS EXCHANGE (“Employer”) and RICHARD G. DUFOUR (“Employee”) to become effective January 1, 2007 (the “Effective Date”), is an amendment and restatement of the employment agreement previously entered into between the Employer and Employee dated September 16, 2003, and subsequently amended effective June 2, 2006 (the “Prior Agreement”).
AMENDED AND RESTATED LICENSE AGREEMENT (Index Options)License Agreement • April 12th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This Amended and Restated License Agreement (Index Options) (this “Agreement” or this “License Agreement”), dated as of September 29, 2006 (the “Effective Date”), is made by and between Dow Jones & Company, Inc. (“Dow Jones”), having an office at 200 Liberty Street, New York, New York 10281, and Chicago Board Options Exchange, Incorporated (the “Licensee” or “CBOE”), having an office at 400 South LaSalle Street, Chicago, Illinois 60605.
CANCELLATION AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2022 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services
WHEREAS, Cboe Global Markets, Inc. (“Cboe”) previously acquired Bats Global Markets, Inc. (“Bats”) and succeeded to that certain Employment Agreement dated as of December 17, 2015, by and between Bats Global Markets, Inc., a Delaware corporation (“Bats”), and Dave Howson (the “Executive”) and effective on January 1, 2016 (the “UK Employment Agreement”);
CBOE Chicago Board of Options Exchange December 22, 2008 Mr. Alan J. Dean Tinley Park, IL 60477 Dear Alan,Letter of Agreement • August 14th, 2009 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amended and Restated Letter of Agreement (“Agreement”) serves to amend and restate the Letter of Agreement previously entered into between you and CBOE, dated December 1, 2005 and subsequently amended January 23, 2007 (the “Prior Agreement”). This Agreement is not a contract of employment and should not be relied upon as such. As an employee of CBOE, you have the right to voluntarily terminate your employment at any time for any reason or no reason at all, and likewise, CBOE may terminate your employment at any time for any reason or no reason at all and without prior notice.
AMENDMENT NO. 4 TO LICENSE AGREEMENTLicense Agreement • April 12th, 2010 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services
This Amendment No. 4 to the Restated License Agreement effective as of November 1, 1994 and as amended by Amendment No. 1 thereto dated January 15, 1995, Amendment No. 2 thereto dated April 1, 1998, and Amendment No.3 thereto dated July 28, 2000 (collectively, the “License Agreement”), is made as of the 27th day of October, 2000, by and between STANDARD & POOR’S (“S&P”), a division of The McGraw-Hill Companies, Inc., a New York corporation having an office at 55 Water Street, New York, New York 10041, and the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), having an office at 3 World Financial Center, New York, New York 10285.
Alan J. Dean Tinley Park, IL 60477Letter of Agreement • February 9th, 2007 • CBOE Holdings, Inc. • Delaware
This Amended and Restated Letter of Agreement (“Agreement”) serves to amend and restate the Letter of Agreement previously entered into between you and CBOE, dated December 1, 2005 (the “Prior Agreement”). This Agreement is not a contract of employment and should not be relied upon as such. As an employee of CBOE, you have the right to voluntarily terminate your employment at any time for any reason or no reason at all, and likewise, CBOE may terminate your employment at any time for any reason or no reason at all and without prior notice.
To: Fredric Tomczyk Re: Relocation to Chicago – Relocation Repayment Agreement Dear Fred,Relocation Repayment Agreement • February 16th, 2024 • Cboe Global Markets, Inc. • Security & commodity brokers, dealers, exchanges & services
This letter agreement serves to summarize the agreement between Cboe Global Markets, Inc. (“Cboe” or the “Company”), including its subsidiaries and affiliates, and you as it relates to certain relocation assistance benefits being extended to you or others under Cboe’s relocation program set forth in the Transfer Benefit Summary attached hereto as Exhibit A. These benefits are being extended to you as a result of you having accepted the position of Chief Executive Officer in Chicago, Illinois requiring you to relocate your current residence.
