Exhibit 10.6
Chicago Mercantile Exchange Inc.
Registration Statement on Form S-4
AGREEMENT
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THIS AGREEMENT, made and entered into this 21st day of March, 1997, by and
between THE CHICAGO MERCANTILE EXCHANGE ("Employer"), an Illinois not for
profit corporation, having its principal place of business at 00 Xxxxx Xxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx, and T. XXXX XXXXXXXXX ("Employee").
R E C I T A L S:
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WHEREAS, Employee has been appointed president and chief executive officer
from his position as executive vice president of the Employer; and
WHEREAS, Employer wishes to retain the services of Employee in the capacity
of president and chief executive officer upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties mutually agree as follows:
1. Employment. Subject to the terms of this Agreement, Employer hereby
agrees to employ Employee during the Agreement Term as president and chief
executive officer and Employee hereby accepts such employment. The duties of
Employee as president and chief executive officer shall include, but not be
limited to, the performance of all duties associated with the management and
operation of Employer, including the execution of all policies formulated by its
Board of Governors, the selection and hiring of personnel for the various
divisions and departments, the training and establishing of duties and
responsibilities of supervisory personnel and improvements in organization,
accounting procedures and financial policy for Employer. Employee shall devote
his full time, ability and attention to the business of Employer during the
Agreement Term, subject to the direction of the Board of Governors.
Notwithstanding anything to the contrary contained herein, nothing in the
Agreement shall preclude Employee from participating in the affairs of any
governmental, educational or other charitable institution, engaging in
professional speaking and writing activities, engaging in teaching and lecture
activities (including without limitation teaching activities at the University
of Chicago), and serving as a member of the board of directors of a publicly
held corporation, as long as the Board of Governors does not determine that such
activities interfere with or diminish Employee's obligations under the
Agreement. Employee shall be entitled to retain all fees, royalties and other
compensation derived from such activities, in addition to the compensation and
other benefits payable to him under the Agreement.
2. Agreement Term. Employee shall be employed hereunder for a term
("Agreement Term") commencing on February 1, 1997 and expiring on March 31,
2000, unless sooner terminated as herein provided. Unless renewed by the mutual
written agreement of the parties, the Agreement will automatically terminate
upon the expiration of the Agreement Term. Employer will give Employee written
notice of its intention to renew or not to renew or to renegotiate the terms of
the Agreement at least 60 days prior to expiration. In the absence of renewal,
upon expiration of the Agreement Term, Employee shall be an employee of the
Employer working without a contract.
3. Compensation.
(a) Annual Base Salary. During the Agreement Term, Employee shall
receive an annual Base Salary of Five Hundred and Fifty Thousand Dollars
($550,000), payable in regular installments consistent with the payment of
compensation to other executive officers of Employer. Employer shall annually
review the Base Salary and may, at its sole discretion, increase the level from
the level then in effect.
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(b) Bonus. In addition to the annual Base Salary, Employee may be
entitled to an annual bonus for each calendar year ending during the Agreement
Term to reflect the value of Employee's services during such calendar year.
Employee's bonus shall not be considered as part of the staff bonus program of
Employer, but shall be separately determined by the Employer. The bonus for each
such calendar year is payable between the first and tenth day after the close of
such calendar year.
(c) Business Expenses. Employer agrees to pay directly, or promptly
reimburse Employee for, all reasonable expenses incurred in furtherance of or
in connection with the transaction of the business of Employer hereunder,
subject, however, to accounting by Employee and approval by Employer. Employer
will advance to Employee an amount equal to the initiation fees at one country
club selected and joined by Employee in which membership is necessary or useful
to the performance of Employee's duties hereunder. The amount of such advance
shall constitute a loan from Employer to Employee that shall be payable by
Employee to Employer in a lump sum, without interest thereon, within thirty (30)
days following the date of termination of Employee's employment with Employer.
Employer will pay or reimburse Employee for the following:
1. all reasonable annual dues and membership expenses in the
aforementioned country club and all reasonable expenses incurred in
furtherance of or in connection with the transaction of the business of
Employer hereunder at such country club; and
2. all reasonable initiation fees, annual dues and membership
expenses in such civic and lunch clubs selected by Employee as are
necessary or useful to the performance of Employee's duties hereunder and
all reasonable expenses incurred in furtherance of or in
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connection with the transaction of the business of Employer hereunder at
such civic and lunch clubs.
All of the aforementioned amounts subject to reimbursement by Employer
to Employee shall be subject to an accounting by Employee and approval by
Employer. It is also understood that it will be necessary for Employee to have
the use of an automobile to perform his duties hereunder and Employer will
provide an automobile and reimburse Employee for all expenses incurred in
connection with the business use of such automobile. At Employee's option he
shall be reimbursed by Employer for all taxicab and other commuting expenses
related to travel by Employee between his personal residence and the principal
offices of Employer, in lieu of being provided with the use of an automobile by
Employer.
(d) Professional Services. Employee shall be entitled to
reimbursement for his expenses for professional services including legal,
accounting, investment advice, management training, etc., relating to his
negotiations for employment and continued employment, performance of duties and
reporting obligations hereunder, management of personal finances, and tax
advice, planning and payment. Employee shall be reimbursed under this paragraph
at the rate of Twelve Thousand Five Hundred Dollars ($12,500) for each calendar
year ending during the Agreement Term.
4. Insurance. Employee shall be included under any group medical, dental,
vision, life, accidental death and dismemberment, disability and other
insurance programs from time to time during the Agreement Term offered by
Employer to its executive officers or staff employees.
5. Vacation and Fringe Benefits. Employee shall be entitled to a
reasonable amount of annual vacation as commonly granted to other executive
officers. Employee shall be permitted
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to participate in and take advantage of any other fringe benefits offered from
time to time during the Agreement Term by Employer to its executive officers or
staff employees.
6. Pension and Retirement Benefits.
(a) Employee shall be entitled to participate in any pension, profit
sharing, savings, cash balance, or other retirement plan, other than the Chicago
Mercantile Exchange Supplemental Executive Retirement Plan, ("Plan") from time
to time during the Agreement Term maintained by Employer in accordance with the
terms and conditions provided therein. In the event Employee's employment with
Employer, whether before, at, or after the expiration of the Agreement Term,
terminates prior to Employee's full vesting of retirement benefits under any
Plan, and provided Employee's employment is not terminated for "cause" as
defined in paragraph (d) of Section 8 hereof, Employee's rights thereunder shall
not be subject to any forfeiture but shall be treated as if fully vested under
such Plan and Employee shall receive retirement benefits from either such Plan,
Employer or both, based upon such Plan's then current benefit formula limited to
Employee's actual service with Employer and his average earnings at the date of
termination. Employee will be credited with his aggregate period of employment
with Employer, both before his initial termination of employment in June, 1994,
and from and after his date of reemployment in March, 1996, for all purposes of
each Plan; provided that such employment shall not be credited in a manner that
is inconsistent with the provisions of any Plan that is intended to meet the tax
qualification requirements of Section 401(a) of the Internal Revenue Code of
1986, as amended ("Code"); and provided further that the amount of any benefit
payable to Employee under any such Plan shall be reduced to reflect the amount
of any benefit previously paid to him under such Plan to the extent necessary to
prevent duplication of benefits. Notwithstanding the foregoing (except for
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the aforementioned protection from forfeiture and provision for credit of
employment), Employee shall not be entitled to any greater benefit under any
Plan than any other employee who has been employed for an equivalent period of
service.
(b) During the Agreement Term, Employee shall be eligible to
participate in the Chicago Mercantile Exchange Senior Management Supplemental
Deferred Savings Plan, or any amended or successor plan, in accordance with its
terms, and any bonus payable to Employee pursuant to paragraph (b) of Section 3
of the Agreement shall be included as compensation for purposes of determining
the "Deferral Elections" and the "Cash Balance Plan Make-Whole Credit" under the
Chicago Mercantile Exchange Senior Management Supplemental Deferred Savings
Plan, or any amended or successor plan. In no event will any future amendment
to, or termination of, the Chicago Mercantile Exchange Senior Management
Supplemental Deferred Savings Plan, or any amended or successor plan adversely
affect the contributions made or to be made for, and the benefits of, Employee
determined pursuant to the terms of such Plan as of the date hereof.
All contributions made for the benefit of Employee pursuant to this
paragraph (b), at any time during the Agreement Term, shall be contributed by
Employer to a Trust Agreement to be established by Employer no later than
December 31, 1997. Designated officers of Employer shall be the trustees of such
Trust Agreement and shall have investment authority with respect to Trust
assets; provided that the trustees shall give consideration to investment
guidelines made available by Employee from time to time. Trust assets will be
subject to creditors of Employer, but will otherwise be available only to pay
benefits to Employee and his beneficiaries pursuant to the terms of this
paragraph (b) and the Chicago Mercantile Exchange Senior Management Supplemental
Deferred Savings Plan or any amended or successor plan. Contributions to the
Trust Agreement
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shall be made at the same time or times that contributions are made for the
benefit of Employee under the Chicago Mercantile Exchange Senior Management
Supplemental Deferred Savings Plan.
(c) (i) Distributions. Upon termination of Employee's employment with
Employer for any reason, Employer shall direct the trustees of the Trust
Agreement referred to in paragraph (b) next above to distribute the then assets
of the Trust to the Employee (or to his beneficiaries in the event of his
death), such payment to be made or commenced within 60 days of such termination
of employment. Provided that Employer has contributed to such Trust Agreement
the full amount required under paragraph (b) of this Section, and that the Trust
assets have been used for no other purpose, the payment to Employee (or his
beneficiaries) under this paragraph (c) shall be in full satisfaction of
Employer's obligations to Employee with respect to the amounts payable under
paragraph (b). If Employer fails to make any such contribution, or if Trust
assets are used for any other purpose, Employer shall make or commence payment
to Employee (or his beneficiaries) out of its general assets, within 60 days of
such termination of employment, of the amount by which the payment to Employee
(or his beneficiaries) under the first sentence of this paragraph (c) has been
reduced by reason of such failure to contribute or use of Trust assets.
(ii) Amounts payable to Employee (or his beneficiaries) upon
termination of Employee's employment with Employer pursuant to paragraph (b) of
this section shall be paid in any of the following ways as Employee shall direct
by written instrument delivered to Employer at least 90 days prior to such
termination of employment (of if Employee shall have failed to direct a method
of payment prior to his death as his beneficiary shall direct by written
instrument delivered to Employer within 90 days after the date of death of
Employee):
(A) in a single sum;
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(B) in installments, payable in substantially equal amounts,
continuing over a period designated by Employee (or his
beneficiary), that shall not exceed 10 years; or
(C) in installments applicable to a portion of such amounts
designated by Employee (or his beneficiary) in substantially
equal amounts continuing over a period designated by Employee (or
his beneficiary) that shall not exceed 10 years, with the balance
of such amounts payable in a single sum to Employee (or his
beneficiary), within 60 days after the end of such designated
installment period; or
(D) Any combination of the foregoing methods of payment. If the
direction of a method of payment is not made by written notice delivered to
Employer by Employee (or his beneficiary), within the time period set forth
above, payment will be made in a single sum within 120 days of termination of
Employee's employment with Employer.
(d) All amounts held for the benefit of Employee (whether or not
vested) under the Chicago Mercantile Exchange Senior Management Supplemental
Deferred Savings Plan, the Chicago Mercantile Exchange Supplemental Executive
Retirement Plan, and the related Chicago Mercantile Exchange Supplemental
Executive Retirement Trust as of December 31, 1997, shall be contributed by
Employer, or the trustee of such Trust, to the Trust Agreement established for
Employee pursuant to the provisions of paragraph (b) of this Section, in a
single sum no later than January 31, 1998. Employer shall cause the trustee of
the Chicago Mercantile Exchange Supplemental Executive Retirement Trust to make
such contributions pursuant to the terms of this paragraph (d).
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(e) Enhanced Pension Benefit. (i) Employee shall be entitled to an
annual Enhanced Pension Benefit for each calendar year ending during the
Agreement Term, in an amount equal to:
(A) Employee's annual Base Salary for the applicable calendar
year multiplied by ten percent (10%) ("Enhanced Pension Payment"); plus
(B) A Gross-Up Payment. A Gross-Up Payment shall mean an
additional cash amount payable to Employee in connection with the payment
of the Enhanced Pension Payment, such that the net amount retained with
respect to Employee, after reduction for any federal, state and local
income or employment tax (at the highest applicable marginal rate of
taxation for the applicable calendar year) on the Enhanced Pension Payment
and the Gross-Up Payment, shall be equal to the sum of (1) the amount of
the Enhanced Pension Payment, and (2) an amount equal to the product of any
deductions disallowed for federal, state or local income tax purposes
because of the inclusion of the Enhanced Pension Payment and the Gross-Up
Payment in Employee's income for income tax purposes, multiplied by the
highest applicable marginal rate of federal, state or local income taxation
for the applicable calendar year in which the Enhanced Pension Payment and
the Gross-Up Payment are to be paid.
(ii) The Enhanced Pension Payment referred to in subparagraph (i)
above for each calendar year ending during the Agreement Term and the
Gross-Up Payment for such calendar year shall be paid by Employer directly
to Employee as soon as practicable after the end of such calendar year and
in any event no later than the January 31 next following the end of such
calendar year.
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7. Disability.
(a) In the event Employee is permanently disabled, as hereinafter
defined, for a continuous period of 6 months, Employer may terminate Employee's
employment under the Agreement upon written notice to Employee. In such event,
Employee's Base Salary shall continue as provided in paragraph (b) of Section 8.
(b) Employee, for the purposes hereof, shall be deemed to be
"permanently disabled" when, as a result of bodily injury or disease or mental
disorder, he is so disabled that he is prevented from performing the principal
duties of his employment with or without reasonable accommodation.
8. Termination.
(a) The employment of Employee hereunder shall not otherwise be
terminated by Employer, nor shall his authority be in any way modified or
diminished during the Agreement Term, however, Employer may terminate the
employment of Employee under the Agreement in the event that Employee shall die,
or pursuant to Section 7 above if Employee becomes permanently disabled, or for
"cause" as hereinafter defined in paragraph (d) of this section.
(b) In the event of termination of Employee's employment hereunder
due to death or his becoming permanently disabled, Employer shall for a period
of 6 months following such termination, continue to pay Employee's Base Salary
as then in effect to Employee (or to his beneficiary in the event of his death).
(c) If Employee's employment hereunder is terminated by Employer for
cause, or upon expiration of the Agreement Term, Employer shall pay to Employee,
as soon as practicable after such termination or expiration, any and all amounts
of Base Salary, bonus that has been
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awarded, Enhanced Pension Benefit and accrued but unused vacation pay, that have
been earned but not paid to Employee as of the date of such termination or
expiration.
(d) For purposes of this Section, "cause" shall be deemed to exist
if, and only if:
(i) Employee shall engage, during the performance of his duties
hereunder, in acts or omissions constituting dishonesty, intentional breach of
fiduciary obligation or intentional wrongdoing or malfeasance;
(ii) Employee shall intentionally disobey or disregard a lawful and
proper direction of the Board of Governors or Employer; or
(iii) Employee shall materially breach the Agreement and such breach
by its nature, is incapable of being cured, or such breach remains uncured for
more than 30 days following receipt by Employee of written notice from Employer
specifying the nature of the breach and demanding the cure thereof. For purposes
of this clause (iii) a material breach of the Agreement that involves
inattention by Employee to his duties under the Agreement shall be deemed a
breach capable of cure.
Without limiting the generality of the foregoing, the following shall not
constitute cause for the termination of the employment of Employee or the
modification or diminution of any of his authority hereunder.
(i) any personal or policy disagreement between Employee and Employer
or any member of Employer or its Board of Governors, or
(ii) any action taken by Employee in connection with his duties
hereunder or any failure to act, if Employee acted or failed to act in good
faith and in a manner he reasonably believed
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to be in and not opposed to the best interest of Employer and had no reasonable
cause to believe his conduct was unlawful.
Notwithstanding anything herein to the contrary, in the event Employer
shall terminate the employment of Employee for cause hereunder, Employer shall
give at least 30 days prior written notice to Employee specifying in detail the
reason or reasons for Employee's termination.
(e) The Agreement may be terminated by Employee at any time and for any
reason by the giving of at least 60 days advance written notice of same to
Employer. In the event Employee terminates the Agreement pursuant to this
paragraph with less than 60 days advance written notice of same, the parties
acknowledge that Employer will be damaged thereby, but that such damages will be
difficult to calculate. Accordingly, Employee will promptly pay to Employer, or
allow set off against any monies it may then owe to Employee, as full liquidated
damages, a sum equal to Employee's Annual Base Salary then in effect, computed
daily, for each day his notice of termination under this paragraph is less than
60 days.
(f) If Employee dies during the Agreement Term, or thereafter but prior to
receipt of any amounts to which Employee is entitled hereunder, Employer agrees
to pay all amounts payable to or with respect to Employee hereunder that were
not paid as of the date of his death, to his beneficiary last designated by
written instrument delivered to Employer prior to the date of death. If no such
designated beneficiary shall survive Employee, such amounts shall be paid to
Employee's surviving spouse, or if none to his lawful descendants per stirpes
then living, or if none shall survive him to the legal representative of his
estate, or if none is appointed within 6 months of the date of his death, to his
heirs at law under the laws of the state in which he is domiciled at the date of
his death. Any death benefits payable under this paragraph (f) are in addition
to any other benefits due
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to Employee or his beneficiaries or dependents from Employer, including, but not
limited to, benefits under any Plan referred to in Section 6.
9. Nondisclosure of Confidential Information.
(a) Employee acknowledges that Employer may disclose certain
confidential information to Employee during the Agreement Term to enable him to
perform his duties hereunder. Employee hereby covenants and agrees that, subject
to paragraph (b) of this Section, he will not, without the prior written consent
of Employer, during the Agreement Term (except in connection with the proper
performance of his duties hereunder) or at any time thereafter, disclose or
permit to be disclosed to any third party by any method whatsoever any of the
confidential information of Employer. For purposes of the Agreement,
"confidential information" shall include, but not be limited to, any and all
records, notes, memoranda, data, writings, research, personnel information,
customer information, clearing members' information, Employer's financial
information and plans in the possession or control of Employer that have not
been published or disclosed to the general public or the commodities futures
industry. If Employee fails to comply with any provisions of this Section, which
failure (i) is inadvertent or unintentional, or (ii) occurs notwithstanding
Employee's good faith effort to comply with Section, or (iii) does not, and is
not likely to, result in significant loss to Employer, then such failure shall
not constitute a violation of any provision, covenant or agreement of this
Section, for any purposes of the Agreement.
(b) Section 9(a) shall not be applicable if and to the extent
Employee is required to testify in a legislative, judicial or regulatory
proceeding pursuant to an order of Congress, any state or local legislature, a
judge, or an administrative law judge issued after Employee and his legal
counsel urge that the aforementioned confidentiality be preserved, or if any
such confidential
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information is required to be disclosed by Employee by any law, regulation or
order of any court, regulatory commission, department or agency.
10. Indemnity. Employer shall indemnify, protect, defend and save Employee
harmless from and against any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative, in which
Employee is made a party by reason of the fact that Employee is an officer,
employee or agent of Employer, or any judgment, amount paid in settlement (with
the consent of Employer), fine, loss, expense, cost, damage and reasonable
attorney's fees incurred by reason of the fact that Employee is an officer,
employee or agent of Employer, provided, however, that Employee acted in good
faith and in a manner he reasonably believed to be in the best interests of
Employer and had no reasonable cause to believe his conduct was unlawful.
Employer, at its expense, shall have the right to purchase and maintain
insurance or fidelity bonds on behalf of Employee against any liability asserted
against him and incurred by him in his capacity as an officer, employee or agent
of Employer.
11. Employee's Right Unsecured. Except as otherwise provided in Section 6,
all rights and benefits of Employee and his spouse or other beneficiary under
the Agreement shall at all times be entirely unfunded and no provision shall at
any time be made with respect to segregating any assets of Employer for payment
of such benefits. Except as otherwise provided in Section 6, neither Employee
nor his spouse or designated beneficiary shall have any interest in or rights
against any specific assets of Employer, and Employee and his spouse or other
designated beneficiary shall have only the rights of a general unsecured
creditor of Employer.
12. Spendthrift Provision. No interest of Employee or his spouse or other
designated beneficiary, or right to receive distribution, under the Agreement,
shall be subject in any manner to
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sale, transfer, assignment, pledge, attachment, garnishment or other alienation
or encumbrance of any kind; nor may such interest or right to receive a
distribution be taken, voluntarily or involuntarily, for the satisfaction of the
obligations or debts of, or other claims against, Employee or his spouse or
other beneficiary, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
13. Arbitration; Equitable Remedies. Any controversy or claim arising out
of or relating to the Agreement or the validity, interpretation, enforceability
or breach thereof, which is not settled by agreement of the parties, shall be
settled by arbitration conducted in the City of Chicago, in accordance with the
Labor Rules and Procedures of the American Arbitration Association, and judgment
upon the award rendered in such arbitration may be entered in any court having
jurisdiction. The arbitration shall be conducted before a single arbitrator
selected by the parties. In the event the parties cannot agree on an arbitrator,
then the Association will supply both parties with a list of 7 names. The
parties will alternatively strike one name until only one remains. First choice
will be determined by a coin toss, the winning party having the option of
striking first. All expenses of arbitration shall be borne equally by the
parties, except for attorney's fees which shall be borne entirely by each party.
The arbitrator shall have no power to amend, alter, add to or delete from the
Agreement.
Employee acknowledges that Employer would be irreparably injured by a
violation of Section 9 and he agrees that Employer, in addition to any other
remedies available to it for such breach or threatened breach, shall be entitled
to a preliminary injunction, temporary restraining order, or other equivalent
relief, restraining Employee from any actual or threatened breach of Section 9
pending and in aid of arbitration of the dispute. If a bond is required to be
posted in order for the
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Employer to secure an injunction or other equitable remedy, the parties agree
that such bond need not be more than a nominal sum.
14. Return of Property. Upon his last day of active work, Employee hereby
agrees to immediately turn over to Employer any keys, credit cards, passes, and
all notes, memoranda, records, documents, computer disks, and all other
information, no matter how produced or reproduced, kept by Employee or in his
possession or control, used in or pertaining to the business of Employer, it
being hereby acknowledged that all of said items are the sole and exclusive
property of Employer.
15. Defense of Claims. During the period of his employment by Employer,
and for periods after the termination of his employment, Employee shall
reasonably cooperate with Employer at its request in the defense or prosecution
of any claim that may be made by or against Employer. Such cooperation shall
include, without limitation, serving as a witness at trial or hearing, being
deposed, and preparation for same. For the period after Employee terminates his
employment with Employer, Employer shall reimburse Employee for all reasonable
expenses in connection therewith, including travel expenses, and shall
compensate him at a daily rate equal to his annual Base Salary on the date his
employment with Employer terminates, divided by 260, with days used for
preparation, travel and other related matters being included for purposes of
determining the compensation due to Employee. Less than full days shall be paid
for by the hour, determined by dividing the daily rate by eight. To the extent
reasonably practicable, Employer shall provide Employee with notice at least 10
days prior to the date on which any such travel is required.
16. Waiver of Breach. No waiver of either party hereto of a breach of any
provision of the Agreement by the other party, or of compliance with any
condition or provision of the Agreement to be performed by such other party,
will operate or be construed as a waiver of any
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subsequent breach by such other party or any similar or dissimilar provisions
and conditions at the same or any prior or subsequent time. The failure of
either party hereto to take any action by reason of such breach will not deprive
such party of the right to take action at any time while such breach continues.
17. Entire Agreement. The Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes all
prior and contemporaneous agreements, if any, between the parties relating to
the subject matter hereof.
18. Counterparts. The Agreement may be signed in multiple counterparts,
each of which shall be deemed to be an original for all purposes.
19. Acknowledgment by Employee. Employee represents that he is
knowledgeable and sophisticated as to business matters, including the subject
matter of the Agreement, that he has read the Agreement and that he understands
its terms. Employee acknowledges that, prior to assenting to the terms of the
Agreement, he has been given reasonable time to review it, to consult with
counsel of his choice, and to negotiate at arm's length with Employer as to the
contents. Employee and Employer agree that the language used in the Agreement is
the language chosen by the parties to express their mutual intent, and that no
rule of strict construction is to be applied against either party hereto.
20. Assignment, Survival of Agreement.
(a) The Agreement is personal to Employee and shall not be assigned
by him.
(b) Employer may assign the Agreement without the consent of Employee
to any other entity who in connection with such assignment acquires all or
substantially all of the assets of Employer or into or with which Employer is
merged or consolidated. In the event such acquisition,
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merger or consolidation involves a change in control of Employer, Employee may
terminate the Agreement upon 30 days prior written notice to Employer. In the
event of a merger, sale, reorganization or other change in control of Employer,
the Agreement shall be binding upon and inure to the benefit of any successor to
Employer.
(c) Except as otherwise expressly provided in the Agreement, the
rights and obligations of the parties to the Agreement shall survive the
termination of Employee's employment with Employer.
21. Notice. All notices and communications required hereunder shall be in
writing and shall be deemed to have been given on the day of delivery if
personally delivered, or 2 days after mailing if mailed, postage prepaid,
certified or registered, return receipt requested, to the following addresses:
If to Employee: T. Xxxx Xxxxxxxxx
00 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
If to Employer: Chicago Mercantile Exchange
00 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
or to such other addresses as the respective parties may hereafter designate.
22. Severability. If any clause, phrase, provision or portion of the
Agreement, or the application thereof to any person or circumstance, shall be
invalid or unenforceable under any applicable law, such event shall not affect
or render invalid or unenforceable the remainder of the Agreement, and shall not
affect the application of any clause, provision or portion hereof to other
persons or circumstances.
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23. Benefit. The provisions of the Agreement shall be binding upon and
inure to the benefit of Employer, its successors and assigns and upon and to
Employee, his heirs, personal representatives and successors, including without
limitation, the estate of Employee and the executors, administrators or trustees
of such estate.
24. Relevant Law: The Agreement shall be construed and enforced in
accordance with the laws of the State of Illinois without regard to the conflict
of law provisions of any state.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and date first above written.
EMPLOYER: EMPLOYEE:
CHICAGO MERCANTILE EXCHANGE,
an Illinois not for profit
corporation /s/ T. Xxxx Xxxxxxxxx
----------------------
T. Xxxx Xxxxxxxxx
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Its: Chairman
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