0001374310-12-000026 Sample Contracts

TRANSITION AGREEMENT
Transition Agreement • December 12th, 2012 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

This Transition Agreement (the “Agreement”) is entered into on this 11th day of December, 2012, by and among CBOE Holdings, Inc., a Delaware corporation (“Holdings”), Chicago Board Options Exchange, Incorporated, a Delaware corporation and a wholly-owned subsidiary of Holdings (“CBOE Inc.”), and William J. Brodsky (the “Executive”). For purposes of this Agreement, the “Company” shall mean Holdings, CBOE, Inc. and C2 Options Exchange, Incorporated, a Delaware corporation and a wholly-owned subsidiary of Holdings, unless otherwise indicated.

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EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2012 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of this 11th day of December 2012, by and between the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), CBOE HOLDINGS, INC. (“Holdings” and, unless indicated otherwise, referred to herein together with CBOE as “Employer”) and EDWARD TILLY (“Employee”), to become effective January 1, 2013 (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, and December 31, 2009 (the “Prior Agreement”).

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