Exhibit 10.1
AGREEMENT
Agreement dated April 14, 2000, between XXXXXX X. XXXXXXX of 0000 Xxxx 000x
Xxxxxx, Xxxxx Xxxx, Xxxxxxxx 00000 ("Xxxxxxx") and BOARD OF TRADE OF THE CITY OF
CHICAGO, an Illinois corporation, with its principal office at 000 X. Xxxxxxx
Xxxx., Xxxxxxx, XX 00000 ("the Company").
WHEREAS, Xxxxxxx is currently serving as President and Chief Executive
Officer of the Company pursuant to election by the Company's Board of Directors
(the "Board") and under the provisions of an Executive Employment Agreement
dated May 18, 1999, and is also a member of the Board;
WHEREAS, Xxxxxxx'x term of employment under the current Executive
Employment Agreement will expire on December 31, 2003;
WHEREAS, the Board, with Xxxxxxx'x support, is currently exploring a
restructuring of the Company that may result in the creation of several entities
instead of the current single corporation and in potentially far-reaching
changes in the direction of its business;
WHEREAS, the Company and Xxxxxxx desire that the Company be given the
maximum flexibility in pursuing this restructuring; and
WHEREAS, toward the achievement of this end, Xxxxxxx and the Company have
reached agreement on the terms on which Xxxxxxx would resign as an officer and
director of the Company and would assume the honorary title of President
Emeritus;
NOW, THEREFORE, in consideration of the agreements and covenants contained
herein, Xxxxxxx and the Company agree as follows:
ARTICLE I
Resignation of Xxxxxxx and
Naming of Xxxxxxx as President Emeritus
Section 1.1. Termination of Executive Employment Agreement. The Executive
Employment Agreement dated May 18, 1999 between Xxxxxxx and the Company, a copy
of which is attached as Exhibit A, is hereby terminated, except that Sections
2.06 and 4.02 of that Executive Employment Agreement shall continue in effect
and shall be incorporated by reference into this Agreement.
Section 1.2. Resignation of Xxxxxxx. Immediately upon ratification of this
Agreement by the Board in a meeting duly complying with the Rules governing the
Company and the Board, Xxxxxxx shall submit his resignation as an officer and
director of the Company and of any of its,subsidiaries or affiliates. The letter
shall be xxxxxxxxx.xx the form attached as Exhibit B to this Agreement.
Section 1.3. Title of President Emeritus. Upon receipt of Xxxxxxx'x
resignation, the Company through a duly passed resolution of the Board shall
name Xxxxxxx to the title of President Emeritus of the Chicago Board of Trade.
It is understood and agreed that the title of President Emeritus created by
this Agreement is for the purpose of honoring Xxxxxxx for his long and loyal
service to the Company. As President Emeritus, Xxxxxxx shall not be an officer
or director of the Company, shall have no power to bind or speak for the Company
or its successors, and shall. owe no fiduciary duty to the Company or its
successors by virtue of his title.
Section 1.4., Duties. During the Term of this Agreement, Xxxxxxx will
provide
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consultation to the Board as requested. The Board will provide Xxxxxxx with at
least two weeks' notice of the need for such services. Unless otherwise agreed
between the parties, such services will be limited to no more than one week of
work during any twelve-month period under this Agreement and will not require
Xxxxxxx to perform services in connection with federal regulation, legislation,
or lobbying. The Company will reimburse Xxxxxxx for all out-of-pocket expenses
incurred in performing such requested consultation services.
Section 1.5. Right to engage in other business or employment. During and
after the Term of this Agreement, Xxxxxxx shall have the right to engage in
gainful employment on behalf of other employers and/or to engage on his own
behalf in other business activities, except that during the first eighteen
months following the execution of this Agreement, Xxxxxxx shall not engage in
any activities, whether as employer, proprietor, partner, stockholder (other
than the holder of less than 5% of the stock of a corporation the securities of
which are traded on a national securities exchange or in the over-the counter
market), director, officer, employee, consultant, or otherwise, in competition
with any business in which the Company or its affiliates are substantially
engaged at any time during that eighteen-month period.
Section 1.6. Resignation as President Emeritus. Xxxxxxx shall continue to
hold the title of President Emeritus for the Term of this Agreement but not
thereafter unless the Company and Xxxxxxx shall agree. Xxxxxxx may resign that
title at any time during the Term of this Agreement in his sole discretion.
Xxxxxxx'x resignation as President Emeritus shall not affect any obligation by
Xxxxxxx to the Company or by the Company to Xxxxxxx created by this Agreement or
by those sections of the Executive Employment Agreement
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incorporated into this Agreement by reference.
Section 1.7. Announcement of Resignation and Appointment as President
Emeritus. On the day Xxxxxxx submits his resignation pursuant to this article,
the Board shall issue the press release attached hereto as Exhibit C. Any
comment by the Company or its Board or by Xxxxxxx to the news media about this
resignation and appointment shall be consistent with Exhibit C and with the
nondisparagement provisions in this Agreement.
ARTICLE II
Monetary Payments and Other Benefits
Section 2.1. Governing principle. The monetary payments and other benefits
designated by this Article are intended, so far as is practicable, to provide
Xxxxxxx with the equivalent of the economic benefits that he would have received
through December 31, 2003 and thereafter under the Executive Employment
Agreement.
Section 2.2. Monetary payments. The Company shall make the following lump
sum payments to Xxxxxxx:
(a) An amount consisting of (1) one million four hundred thirty-seven
thousand six hundred dollars ($1,437,600.00), less (2) the amount of Xxxxxxx!s
base salary for the year 2000 that has been paid to him through the date of this
Agreement, less any required withholdings, paid on May 1, 2000;
(b) One million four hundred thirty-seven thousand six hundred dollars
($1,437,600.00), less any required withholdings, paid on January 1, 2001;
(c) One million four hundred thirty-seven thousand six hundred dollars
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($1,437,600.00), less any required withholdings, paid on January 1, 2002;
(d) One million four hundred thirty-seven thousand six hundred dollars
($1,437,600.00), less any required withholdings, paid on January 1, 2003.
(e) Payment for Xxxxxxx'x 120 accumulated sick days, using Xxxxxxx'x
current base salary of $1,437,600, less any required withholdings, paid on May
1, 2000.
The Company shall issue Xxxxxxx each year a form W-2 reflecting these
salary payments. There shall be no reduction of any of these payments on account
of income earned by Xxxxxxx from any other source. In the event of the death of
Xxxxxxx during the Term of this Agreement, any payments called for by this
schedule after Xxxxxxx'x death shall be paid to Xxxxxxx'x legal representative.
Section 2.3. Certain insurance and retirement benefits for Xxxxxxx during
the Term of this Agreement.
(a) Insurance benefits. Until the expiration of the Term of this Agreement,
or until the death of Xxxxxxx, whichever occurs first, the Company shall provide
or arrange for the following insurance benefits for Xxxxxxx in the same amounts
and on the same terms as it is currently making available to him:
(i) Health and dental insurance for Xxxxxxx and his dependents, under the
Company's Health Plan and Dental Plan, or coverage equivalent to the coverage
provided by those Plans;
(ii) Continued participation in the "Execu-Care" Medical Reimbursement and
Accidental Death & Dismemberment programs in which Xxxxxxx has participated as
President and CEO of the Company;
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(iii) Long-term disability insurance coverage;
(iv) Continued insurance coverage on Xxxxxxx'x life in such amount as the
insurance that is currently provided to Xxxxxxx by virtue of his employment at
the Company, whether through whole-life or term life policies (excluding any
insurance on Xxxxxxx'x life as to which the beneficiary is the Company rather
than a beneficiary named by Xxxxxxx);
(v) Continued accidental death and dismemberment insurance of Xxxxxxx in
such amounts and on such terms as are currently provided to Xxxxxxx by virtue of
his employment at the Company.
The insurance coverage required by this subsection 2.3(a) may be provided
to Xxxxxxx through continued coverage of Xxxxxxx through the Company's existing
plans, through purchase by the Company of new policies providing such coverage
to Xxxxxxx, or by any other mutually agreeable method of providing such
coverage. As between Xxxxxxx and the Company, the cost of providing such
coverage shall continue to be borne in the same manner for each coverage as it
is being borne as of the date of this Agreement. If, as a result of the
provision of these benefits on Xxxxxxx'x behalf by the Company, taxable income
results to Xxxxxxx, the Company shall make an additional payment (on a grossed-
up basis) to relieve him from the burden of such taxes.
(b) Retirement benefits. The parties understand that Xxxxxxx may be
ineligible to continue participating as a "covered employee" in the Company's
Qualified Savings Plan, Non-Qualified Savings Plan, Qualified Pension Plan, and
Non-Qualified Pension Plan. Therefore:
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(i) Payments to compensate Xxxxxxx for loss of participation in Qualified
and Non-Qualified Employee Savings and Pension Plans. Within 60 days of the end
of each plan year during the Term of this Agreement, the Company shall pay
Xxxxxxx the amount of money it would have paid to Xxxxxxx or would have paid on
Xxxxxxx'x behalf, in each case pursuant to the contribution formula in said
plans and the past practice of the Company as to grossing up said payments for
federal and state income taxes. During the term of this Agreement, said
formulas will not be changed as to Xxxxxxx. The amount of the payment to Xxxxxxx
will be determined each year by an actuary selected by the Company. The
Company's actuary will assume, in making these calculations, that Xxxxxxx'x
annual compensation is $1,437,600. The Company shall disclose to Xxxxxxx the
basis on which it calculates these payments.
(ii) Early retirement right not affected. The payments called for by
subparagraph (i) above shall not be affected, in their manner of calculation or
amount, in the event Xxxxxxx should exercise his right to take early retirement
under the provisions of the Company's Qualified Employee Pension Plan.
(iii) Payments on account of Benefit Plans in the event of Xxxxxxx'x death.
If the terms of any of Plan Documents referred to in this section 2.3(b) would
have called for payments to be made following Xxxxxxx'x death had he continued
as the Company's President and died before December 31, 2003, then such payments
will be made in the event Xxxxxxx dies before the expiration of this Agreement.
Section 2.4. Post-Agreement Medical and Dental Coverage. Following
expiration of the term of this Agreement, the Company shall provide the coverage
for Xxxxxxx and his
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immediate family as specified in section 2.06 of the Executive Employment
Agreement, which section has been incorporated by reference into this Agreement.
Section 2.5. Legal fees. The Company shall reimburse Xxxxxxx for the
reasonable legal fees and expenses he has incurred as a result of the
negotiation and preparation of this Agreement.
ARTICLE III
Miscellaneous
Section 3.1. Company successors. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns. Without limiting the generality of the
foregoing, the rights and obligations of the Company under this Agreement shall
be binding upon (a) any corporation or other business entity that shall
henceforth acquire some or all of the assets of the Company; (b) any corporation
or other business entity that shall henceforth be created in such a
restructuring to conduct a part or all of the Company's business operations; and
(c) any corporation or other business entity with which the Company shall
henceforth merge.
Section 3.2. Xxxxxxx'x successors. Xxxxxxx'x rights and obligations under
this Agreement shall inure to the benefit of and be binding upon his heirs,
beneficiaries, successors, and legal representatives.
Section 3.3. Term of Agreement. The Term of this Agreement shall be through
and including December 31, 2003.
Section 3.4. Nondisparagement obligations. Xxxxxxx shall refrain from
making
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any statements to representatives of the news media, to employees or former
employees of the Company, to present or former members of the Board, or to other
persons which disparage or criticize the Company, the Chairman of the Board, the
Board or its members, the Company's management, or the Company's business plans,
including, but not limited to, its efforts to restructure its business
operations. The Company (including its officers and directors) shall refrain
from making any statements to representatives of the news media, to employees or
former employees of the Company, to present or former members of the Board, or
to other persons which disparage or criticize Xxxxxxx or his performance while
an officer of the Company.
Section 3.5. Amendments. No waiver, modification, or amendment of any
provision hereof shall be effective unless authorized by the Board and executed
in writing on behalf of the Company by an authorized officer. Any such waiver,
modification, or amendment shall require the written consent of Xxxxxxx.
Section 3.6. Indemnification. This Agreement shall not affect Xxxxxxx'x
rights to indemnification by the Company for past conduct under the Board's
policy of indemnifying officers and directors. If Xxxxxxx, as a result of his
title of President Emeritus created by this Agreement, is henceforth sued on
account of events occurring after the date of this Agreement, the Company will
provide indemnification to Xxxxxxx for such claims on the same terms as it
provides indemnification to its officers and directors. Further, the Company
will reimburse Xxxxxxx for the reasonable legal fees and costs he incurs as a
result of any legal challenge that may be made to the enforceability or legality
of this Agreement.
Section 3.7. Release of Company By Xxxxxxx. In consideration of the
payments
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and other obligations by the Company under this Agreement, Xxxxxxx, on behalf of
himself and his heirs, successors and assigns, hereby releases the Company, the
Company's subsidiaries and affiliates, its successors, and all of the directors,
officers, employees, agents, and attorneys of the Company and its subsidiaries
and affiliates, from any claims of any kind based on events preceding the
execution of this Agreement arising out of Xxxxxxx'x past employment with the
Company or his resignation as President and Chief Executive Officer.
Section 3.8. Release of Xxxxxxx By Company. In consideration of Xxxxxxx'x
resignation and the other obligations assumed by him under this Agreement, the
Company, on behalf of itself, its subsidiaries and affiliate's, and its
successors, hereby releases Xxxxxxx from any claims of any kind based on events
preceding the execution of this Agreement arising out of Xxxxxxx'x employment
with the Company, his resignation, and the termination of his employment.
Section 3.9. Authority of the Board. Attached hereto and made a part hereof
as Exhibit D is a certified copy of a resolution of the Company's Board of
Directors in a duly authorized meeting, authorizing execution of this Agreement
on behalf of the Company.
Section 3.10. Waiver. Any failure by either party to this Agreement to
enforce any provision of this Agreement shall not be construed to be a waiver of
such provision or of any other provision hereof.
Section 3.11. Headings. The Article and Section headings are for
convenience of reference only and shall not define or limit the provisions
hereof.
Section 3.12. Applicable law. This Agreement shall at all times be governed
by
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and construed, interpreted and enforced in accordance with the laws of the State
of Illinois.
Section 3.13. Counterparts. This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its Chairman and First Vice Chairman and the Executive has signed this Agreement
as of the days below written.
/s/ XXXXXX X. XXXXXXX 4/13/00
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XXXXXX X. XXXXXXX DATE:
CHICAGO BOARD OF TRADE:
/s/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX, as
Chairman of the Board of
Directors
/s/ Illegible
------------------------------
First Vice Chairman
WITNESS:
/s/ Illegible
------------------------------
Secretary
Board of Trade of the
City of Chicago
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