0001374310-17-000014 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 27th day of February 2017, by and between CBOE HOLDINGS, INC. (“Holdings”), the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), C2 OPTIONS EXCHANGE, INCORPORATED (“C2” and, unless indicated otherwise, referred to herein together with Holdings and CBOE as “Employer”) and EDWARD TILLY (“Employee”).

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CBOE LETTERHEAD]
Merger Agreement • May 11th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

As you are well aware, our two companies have been in discussions about a possible strategic merger for some months now. It is important to our board that, before CBOE Holdings, Inc. (“CBOE”) enters into a definitive merger agreement, we have reasonable assurance of your commitment to be part of the management team of the combined company going forward. Because the shareholders of your company will, in the aggregate, hold approximately 28% of the combined company, your on-going role with the combined company is a matter of interest to the Bats Global Markets, Inc. (“Bats”) board as well.

RETIREMENT AGREEMENT
Retirement 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 AWARD
Restricted 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.

CBOE HOLDINGS, INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 11th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

[_____________] (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").

EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2017 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 27th day of February 2017, by and between CBOE HOLDINGS, INC. (“Holdings”), the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), C2 OPTIONS EXCHANGE, INCORPORATED (“C2” and, unless indicated otherwise, referred to herein together with Holdings and CBOE as “Employer”) and CHRISTOPHER CONCANNON (“Employee”).

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