CBOE GLOBAL MARKETS, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Employment Agreement
employment agreement, dated
material changes from
(a) establishing a new employment term lasting until
term will continue to be subject to automatic subsequent one-year renewal
periods in the absence of notice from the parties (each a "Renewal Period");
(b) providing for an annual base salary of
compensation award with a value of
(c) in the event of Mr. Tilly's termination without cause or
termination for good reason, providing for, in addition to the other benefits
previously disclosed, vesting in full (not pro-rata) of
outstanding performance-based restricted stock unit awards ("PSUs") at actual
performance achieved; and
(d) in the event of
providing for: (i) payment of accrued but unpaid base salary through the date of
termination; (ii) if not already paid prior to termination, payment of bonus
equal to the bonus that
prior to which termination occurs, based on actual performance; (iii) if
termination is on or after
outstanding PSUs granted prior to
achieved; and (iv) if termination is after the completion of a Renewal Period,
vesting in full (not pro-rata) of outstanding PSUs granted during such Renewal
Period, at actual applicable performance achieved.
The foregoing description of the Agreement is only a summary and is qualified in
its entirety by the full text of the Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
CEO Award Agreements
Performance-Based Restricted Stock Unit Award Agreements (the "Award
Restated Cboe Global Markets, Inc.
Incentive Plan. The material changes from
(a) in the event of
on or after
actual performance achieved; and
(b) in the event of
termination for good reason at any time, providing for vesting in full (not
pro-rata) at actual performance achieved.
The foregoing description of the Award Agreements is only a summary and is
qualified in its entirety by the full text of the Award Agreements, which are
filed herewith as Exhibits 10.2 and 10.3 and are incorporated herein by
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Employment Agreement, by and between
10.2 Form of 2020 Restricted Stock Unit Award Agreement for
(relative total shareholder return) (filed herewith).*
10.3 Form of 2020 Restricted Stock Unit Award Agreement for
(earnings per share) (filed herewith).*
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in
the Inline XBRL document).
*Indicates Management Compensatory Plan, Contract or Arrangement.
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