Exhibit 10.19
Chicago Mercantile Exchange Inc.
Registration Statement on Form S-4
SEPARATION AGREEMENT AND GENERAL RELEASE
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THIS SEPARATION AGREEMENT and GENERAL RELEASE (hereinafter
"Agreement") is made and entered into by and between XXXXXXX X. XXXXX
(hereinafter "Xxxxx") and THE CHICAGO MERCANTILE EXCHANGE, however constituted
or organized, and its successors or assigns (hereinafter collectively referred
to as "CME"), an Illinois not-for-profit corporation.
WHEREAS, the parties have engaged in discussions resulting in an
amicable and mutually satisfactory agreement concerning Xxxxx' resignation from
his employment with CME or any related entity, and all matters arising out of or
relating thereto;
NOW, THEREFORE, in consideration of the mutual covenants and promises
set forth below, the parties hereby agree as follows:
1. The Employment Agreement. Xxxxx and CME are parties to an
"Agreement" dated July 17, 1998, with a term extending though June 30, 2000
(hereinafter "Employment Agreement"). Except for the obligations set forth in
Paragraphs 6, 8, and 9 thereof, which shall continue, or except as otherwise
expressly provided in this Agreement, the terms and provisions of this Agreement
shall supersede the terms and provisions of the Employment Agreement, which is
terminated effective March 24, 2000, and shall thereafter be null and void and
without further effect. In the event of any conflict or inconsistency between
this Agreement and the Employment Agreement, the terms of this Agreement shall
take precedence.
2. Xxxxx' Resignation. Xxxxx has resigned his employment with CME and
all of the Released parties, and his position on all committee and boards
effective March 24, 2000. However, Xxxxx shall provide reasonable transition
assistance and cooperation with respect to his former duties to CME after that
date. Xxxxx acknowledges that he has reviewed and approved the announcement of
his resignation prepared by CME as set forth in Exhibit A attached hereto, and
distributed on or about March 21, 2000.
3. The Obligations of CME. Upon the Resignation Date, and in
consideration of the promises of Xxxxx contained in this Agreement, CME shall be
obligated to Xxxxx as set forth herein. Except as expressly set forth in this
Agreement, CME shall have no obligation to Xxxxx of any kind or nature
whatsoever. Promptly after the eighth day on which Xxxxx signs this Agreement,
and provided that this Agreement is not revoked pursuant to Section 8(iii) CME
shall pay to Xxxxx as xxxxxxxxx pay the sum of one hundred-eight thousand, seven
hundred and fifty dollars ($108,750.00) less applicable federal and state
withholding deductions. It is understood that the sum satisfies CME's
obligations for Xxxxx' accrued and unused vacation as of March 24, 2000 and
Xxxxx acknowledges that no sums are due with respect to vacation. It is further
understood that no additional sums are due or owed to Xxxxx for future or past
bonuses, severance pay under any plan or policy or for any other form of
compensation.
4. Business Expenses. On or before March 31, 2000, CME shall pay to
Xxxxx, in a single lump sum, an amount equal to all reasonable reimbursements
which Xxxxx has or may claim with respect to business and transportation
expenses incurred by him on behalf of CME through March 24, 2000 in accordance
with CME's policies. There shall be no reimbursement of Xxxxx for any other
business and transportation expenses incurred by him after March 24, 2000.
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5. In the event of Xxxxx' death prior to receipt of the payment to be
made to him hereunder, such payment shall be made to his estate.
6. Insurance Continuation. Effective April 1, 2000 Xxxxx shall be
eligible to participate in CME's health, dental and vision insurance plans in
accordance with the terms of such plans for former employees pursuant to the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"), at his cost. Such
coverages will terminate upon Xxxxx obtaining other employment which offers
comparable insurance coverage and when he first becomes eligible for such
coverage. Xxxxx agrees that he will promptly notify CME upon obtaining such
coverage. Xxxxx shall have no duty to seek or obtain other employment.
7. Benefits. Xxxxx shall be eligible for benefits under CME's Pension
Plan for Employees, the Tax Efficient Savings Plan, the SMSDSP, and the
Supplemental Executive Retirement Plan in accordance with the terms and
restrictions of such plans with respect to terminated employees as of March 24,
2000. In addition his eligibility for benefits under all other insurance and
other benefit plans, if any, shall be determined in accordance with the terms of
such plans for terminated employees as of March 24, 2000.
8. Mutual General Releases and Indemnification. Except for a claim
based upon an alleged breach of this Agreement, Xxxxx, for himself and for
anyone claiming through him, including his estate, heirs, personal
representatives, executors, administrators, agents and assigns, hereby releases,
forever discharges and agrees not to xxx CME, any parent, subsidiaries and
related and affiliated entities, and each of its and their officers, directors,
representatives, agents, employees, related and participating members, insurers,
as well as each of its and their respective estates, heirs, personal
representatives, executors, administrators, successors and assigns (hereinafter
collectively and individually the "CME Releasees"), and CME hereby
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releases, forever discharges, and agrees not to xxx Xxxxx, his estate, heirs,
personal representatives, executors, administrators, agents and assigns, from
any and all rights, claims, demands, debts, dues, sums of money, accounts,
attorneys' fees, complaints, judgments, executions, actions and causes of action
of any nature whatsoever, cognizable at law or equity, past, present or future,
which either party now has or claims, or might hereafter have or claim, against
the other party, based upon or arising out of any matter or thing whatsoever
from the date of this world through the date of this release, including, without
limitation, any claim, action or cause of action which was or is related to or
arises out of Xxxxx' employment with CME, or his separation and/or resignation
therefrom, or which is based upon or arises under the Employment Agreement, or
any local, state or federal law dealing with employment discrimination,
including, without limitation, Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1991, the Americans with Disabilities Act, the
Age Discrimination in Employment Act, the Illinois Human Rights Act, the Chicago
Human Rights Ordinance or any common law tort, contract or other claim. CME
further agrees to fully indemnify and hold Xxxxx harmless for any claims by any
individual or entity against Xxxxx relating to Xxxxx' actions or omissions while
employed by CME, as provided in CME's by-laws.
The following provisions are applicable to and made a part of this
Agreement and the foregoing general release and waiver.
(i) In exchange for this general release and waiver, Xxxxx hereby
acknowledges that he has received separate consideration beyond that
which he is otherwise entitled to under any CME policy or program, the
Employment Agreement, or applicable law.
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(ii) CME hereby expressly advises Xxxxx to consult with an attorney of his
choosing prior to executing this Agreement which contains a general
release and waiver and Xxxxx acknowledges that he has consulted with an
attorney of his choice.
(iii) Xxxxx has twenty-one (21) days from the date of presentment to consider
whether or not to execute this Agreement. In the event of such execution,
Xxxxx has a further period of seven (7) days from such date in which to
revoke said execution, notice of which must be received by CME within
such seven (7) day period.
9. Non-Disparagement. Xxxxx represents that he has not and will not,
nor will he cause or assist another person to, disparage or make defamatory
statements about CME or the other CME Released Parties to any third parties. CME
represents that its executive officers have not and will not cause or assist
another person to disparage or make defamatory statements about Xxxxx to any
third parties.
10. Confidentiality of Agreement. The parties agree that this
Agreement and all of its terms and provisions are strictly confidential, and
shall not be divulged or disclosed in any way to any person other than their
legal counsel, tax or financial advisors, to Xxxxx' spouse, pursuant to lawful
subpoena, and with respect to CME in the course of customary business reporting
or making disclosures required by law. Should either party choose to divulge the
terms and conditions of this Agreement to his or its legal counsel or Xxxxx'
spouse, tax or financial advisor he or it shall insure that they will be
similarly bound to protect its confidentiality and that a breach of this
Paragraph by such party's legal counsel or Xxxxx' spouse, tax or financial
advisor shall be considered a breach of this Paragraph by such party.
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11. The Obligations of Xxxxx. In consideration of the promises of
CME contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Xxxxx, in addition to
the mutual promises contained in this Agreement, hereby agrees to abide by the
obligations contained in Paragraphs 6, 8 and 9 of the Employment Agreement.
Further, with the exception of Xxxxxxx Xxxxxxx, Administrative Assistant to
Xxxxx, Xxxxx agrees not to solicit, suggest or encourage anyone employed by CME
to leave his or her employment with CME for a period of time commencing with the
Effective Date of this Agreement and for two (2) years thereafter.
12. Effective Date. The Effective Date of this Agreement shall be
the eighth day after Xxxxx' execution of this Agreement without receipt by CME
of a signed statement from Xxxxx revoking such execution. All obligations of
the parties contained in this Agreement shall, in addition to any other express
requirement, be conditioned upon and shall not be effective until the Effective
Date of this Agreement as defined in this Paragraph.
13. Arbitration. Any controversy or claim arising out of or relating
to this Agreement shall be resolved in accordance with the procedures contained
in Paragraph 7 of the Employment Agreement.
14. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the heirs, assigns, administrators, executors, and legal
representatives of Xxxxx, and shall be binding upon and inure to the benefit of
the CME Releasees. Both parties represent that they have all necessary legal
authority to execute this Agreement.
15. Entire Agreement. This instrument constitutes the entire
Agreement between the parties. It may not be amended or modified except by a
subsequent written instrument signed by both parties hereto.
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16. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Illinois.
17 Counterparts. This Agreement may be signed in multiple
counterparts, each of which shall be deemed to be an original for all purposes.
18. Acknowledgement. Xxxxx acknowledges that he has carefully read
and fully understands the terms and provisions of this Separation Agreement and
General Release, has been represented in this matter by counsel of his own
choosing, and that his execution of this Separation Agreement and General
Release is voluntary. The parties agree that the language used in this
Agreement is the language chosen by the parties to express their mutual intent,
and that no rule of strict construction is to be applied to or against any party
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) set
forth below.
THE CHICAGO MERCANTILE EXCHANGE
By: /s/ Xxxxx X. XxXxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Title: President and CEO Date: 3-21-00
Date: March 21, 2000
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EXHIBIT A
[FOR JOINT XXXXXX/XXXXXXX LETTERHEAD]
March ___, 2000
To All Members and CME Staff:
Xxxx Xxxxx, our Executive Vice President and Chief Information Officer, will be
leaving the Exchange, effective March 24, to join Xxxxxx Financial, Inc. as
Executive Vice President and Chief Information Officer.
Xxxx joined us in mid-1997 as our Senior Vice President and Chief Information
Officer, and he was promoted to Executive Vice President for Management
Information Systems in 1998. He brought to the Exchange his many years of
experience in the aerospace and technology industries. During his tenure he has
overseen our intensive and successful Y2K efforts, the introduction and
continued enhancement of our GLOBEX(R)2 electronic trading system, the
development and introduction of our innovative GALAX-C(TM) hand-held device, the
successful deployment of our CUBS\2\ system, and much more.
Technology has been among our highest priorities, and Xxxx has worked diligently
to ensure that the CME has continued to lead the industry in technological
innovation.
Please join us in wishing Xxxx success as he takes on his new role at Xxxxxx
Financial.
(Xxxxx'x signature - first name only) (Jim's signature - first name only)
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