Employment Agreement, by and between Cboe Global Markets, Inc. and Edward T. Tilly, dated February 11, 2020
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 11th day of February 2020, by and between Cboe Global Markets, Inc. (“Cboe” and, unless indicated otherwise, referred to herein together with its subsidiaries as “Employer”) and EDWARD T. TILLY (“Employee”).
WHEREAS, Cboe (and certain of its affiliates) and Employee entered into an Employment Agreement (the “Prior Agreement”) effective May 16, 2019, providing for the Employee's employment and setting forth the terms and conditions for such employment;
WHEREAS, effective as of the date hereof (the “Effective Date”), Cboe and Employee desire to terminate the Prior Agreement; and
WHEREAS, Cboe and Employee desire to enter into this Agreement effective as of the Effective Date to provide for certain terms and conditions of the Employee's employment by Cboe, as reflected in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
(d) In accordance with Cboe’s bylaws, Cboe will nominate Employee as a director for stockholder approval at each annual meeting during the Term in which his term as a director is due to expire.
4. Additional Benefits.
5. Termination. Upon the termination of Employee's employment for any reason, Employee shall be deemed to have resigned as of the date of Employee's termination of employment from all offices, directorships and fiduciary positions with Employer, its affiliates
and employee benefit plans unless Employee is affirmatively reappointed or re-elected to such position as of the date of Employee's termination of employment.
(a) Termination For Cause. The Board, by vote of a majority of its members, may terminate the employment of Employee with Cboe at any time during the Term for “Cause.” For purposes of this Agreement, “Cause” shall be deemed to exist if, and only if:
(b) Termination Without Cause. The Board, by vote of a majority of its members, may terminate the employment of Employee without Cause, at any time during the Term, as of a date at least thirty (30) days after the date a written notice of such termination is delivered by Board to Employee. In such event, Employer shall, subject to the terms of Section 12 and Section 21 of this Agreement, pay or otherwise provide to Employee:
(c) Termination for Good Reason. Employee may terminate his employment at any time during the Term for Good Reason as of a date within 120 days after the initial existence of the condition constituting Good Reason; provided, (i) Employee provides written notice to Board of Employee’s intention to resign for Good Reason and specifying in reasonable detail the specific conduct of Employer that constitutes Good Reason and the specific provisions of this Agreement on which Employee relies within 90 days of its initial existence and (ii) Employer does not cure such breach or action within 30 days after the
date of the Employee’s notice. For purposes of this Agreement, “Good Reason” shall be deemed to exist if, and only if, without Employee's express written consent, Cboe or a successor employer:
Notwithstanding anything herein to the contrary, if Employee shall terminate his employment for Good Reason, Employer shall provide to Employee his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination or the date immediately prior to Employer's actions described in subsections (ii) and (iv) above, whichever is greater) through the date of termination, Full Vesting and the Severance Benefits on the same terms and subject to the same conditions as described in Section 5(b) hereof. Except as otherwise provided in this Section 5(c), in Section 24 of the Agreement, and in any Benefit Plan or Insurance Plan of Employer, Employer shall have no further obligation to Employee under this Agreement following the date he terminates his employment for Good Reason.
(d) Voluntary Termination without Good Reason. Employee may terminate his employment without Good Reason at any time during the Term as of a date at least thirty (30) days after the date a written notice of such termination is delivered by Employee to Board. If the employment of Employee is terminated by Employee without Good Reason, Employer shall, subject to the terms of Section 12 and Section 21 of this Agreement, pay or otherwise provide to Employee:
(i) Employee's accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) shall be paid to Employee through the date of his termination;
8. Change in Control.
(a) Sale Payment. If during the twenty-four (24) month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Cboe or a successor employer without Cause or (2) Employee terminates his employment with Cboe or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”): (i) his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the date of termination, and (ii) the Severance Benefits (payable on the same terms and conditions as described in Section 5(b) of this Agreement, except that Employer’s obligation for supplemental medical premium reimbursement shall be for a period of eighteen (18) months, instead of six (6) months, following the initial eighteen (18) month COBRA premium reimbursement period, subject to earlier termination on the terms described in Section 5(b)). For purposes of this Agreement, a “Change in Control” means the first to occur of the following:
(b) Excess Parachute Payments.
9. Restrictive Covenants. For purposes of this Section 9 and Section 10, each reference to “Employer” includes Employer and its affiliates (including, but not limited to, Cboe). Employee understands the global nature of Employer's businesses and the effort Employer undertakes to develop and protect its business and its competitive advantage. Accordingly, Employee agrees that the scope and duration of the restrictions described in this Agreement are reasonable and necessary to protect the legitimate business interests of Employer. Employee further agrees that during the period of his employment and for a period of two years following a termination of Employee's employment pursuant to Section 5(a), 5(b), 5(c), 5(d), 7 or 8 hereof, Employee shall not:
Unless required by governmental agencies or under applicable laws or regulations, the officers and directors of the Employer shall not directly or indirectly, make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame or disparage the business reputation, practices, or conduct of Employee. Unless required by governmental agencies or under applicable laws or regulations, this prohibition extends to statements, written or verbal, made to anyone, including but not limited to the news media, investors, potential investors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and customers.
If to Board, Cboe or Employer:
Cboe Global Markets, Inc.
400 S. LaSalle Street
Chicago, Illinois 60605
Attention: Lead Director of the Board and Chief Human Resources Officer
If to Employee:
At the most recent address on file with the Company
Cboe Global Markets, Inc.
/s/ Brian N. Schell
By: Brian N. Schell
Title: Executive Vice President, Chief Financial Officer and Treasurer
RELEASE OF CLAIMS
THIS RELEASE OF CLAIMS (“Release”) is made and entered into this _______ day of _____________20__, to be effective as of (the “Effective Date”), by and between CBOE GLOBAL MARKETS, INC. (“Cboe”) and EDWARD T. TILLY, a resident of the State of Illinois (“Tilly”).