CME GROUP INC.
2005 DIRECTOR STOCK PLAN
Amended and Restated Effective May 13, 2009
1.
Purpose. The
purpose of the CME Group Inc. 2005 Director Stock Plan (the
“Plan”) is to provide CME Group Inc. (the
“Company”) with an effective means of attracting,
retaining, and motivating non-employee directors of the Company and
to further align their interests with those of the Company’s
shareholders by providing for or increasing their stock ownership
interests in the Company.
2.
Eligibility. Any
director of the Company who is not an employee of the Company
(“Eligible Director”) is eligible to participate in the
Plan.
3.
Administration. The Plan shall be administered by a Committee
(the “Committee”) of the Board of Directors of the
Company (the “Board”) comprised solely of independent
directors. Initially, the Committee responsible for the
administration of the Plan shall be the Compensation Committee.
Except as otherwise expressly provided in the Plan, the Committee
shall have full power and authority to interpret and administer the
Plan, to determine the Eligible Directors to receive awards and the
amounts, types and terms of the awards, to adopt, amend, and
rescind rules and regulations, and to establish terms and
conditions, not inconsistent with the provisions of the Plan, for
the administration and implementation of the Plan, provided,
however, that the Committee may not (subject to Section 8
hereof), after the date of any award, make any changes that would
adversely affect the rights of a recipient under such award without
the consent of the recipient. The determination of the Committee on
all matters shall be final and conclusive and binding on the
Company and all Eligible Directors and other interested
parties.
4.
Awards. Awards may
be made by the Committee in such amounts as it shall determine in
cash, in unrestricted shares of Class A common stock of the
Company (“Common Stock”), in options to purchase shares
of Common Stock of the Company (“Options”) or in shares
of Common Stock subject to certain restrictions (“Restricted
Stock”) or any combination thereof. There shall be 125,000
shares of Common Stock available for issuance in connection with
awards under the Plan, subject to adjustment as provided in
Section 8. To the extent shares subject to an outstanding
award are not issued or delivered by reason of the expiration,
termination, or cancellation or forfeiture or by reason of the
delivery or withholding of shares to pay all or a portion of the
exercise price of an award, if any, or to satisfy all or a portion
of the tax withholding obligations relating to an award, then the
corresponding number of shares which were reserved for issuance in
connection therewith shall again be available for the purposes of
the Plan. Shares available under the Plan may be authorized and
unissued shares or may be treasury shares or a combination
thereof.
5. Restricted Stock
Grants. Awards of
Restricted Stock may be granted by the Committee to Eligible
Directors subject to such restrictions on transfer and forfeiture
conditions as the Committee may deem appropriate. Shares subject to
a grant of Restricted Stock may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated during the
applicable period of restriction. Each grant of Restricted Stock
shall be evidenced by a Restricted Stock agreement that shall
specify the number of shares granted, the period of restriction
applicable to the grant of Restricted Stock and such other terms
and conditions as the Committee, in its sole discretion, shall
determine. The period of restriction applicable to each grant of
Restricted Stock which vests based upon continued service shall be
at least one (1) year (subject to the change of control
provisions set forth in Section 8). Unless the Committee
determines otherwise, shares of Restricted Stock shall be held by
the Company as escrow agent during the applicable period of
restriction, together with stock powers or other instruments of
assignment (including a power of attorney), each endorsed in blank
with a guarantee of signature if deemed necessary or appropriate by
the Committee, which would permit transfer to the Company of all or
a portion of the Restricted Stock in the event such Restricted
Stock is forfeited in whole or in part. The Committee may, in its
discretion, legend the certificates representing Restricted Stock
during the applicable period of restriction to give appropriate
notice of such restrictions. For example, the Committee may
determine that some or all certificates representing shares of
Restricted Stock shall bear the following legend:
1
“The sale or other transfer of the shares
of stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the CME Group Inc. 2005
Director Stock Plan (the “Plan”), and in a restricted
stock agreement. A copy of the Plan and such restricted stock
agreement may be obtained from the Secretary of CME Group
Inc.”
During any applicable period of
restriction, Eligible Directors holding Restricted Stock may
exercise full voting rights with respect to such Restricted Stock
and shall be entitled to receive all dividends and other
distributions paid with respect to such Restricted Stock, unless
otherwise provided in the applicable Restricted Stock agreement.
Any delayed dividend or distribution shall be paid in a manner
which complies with the requirements of Section 409A of the
Internal Revenue Code.
6. Stock Option
Awards .
a.
Type of Options . Any Options granted under the Plan
shall be in the form of Options which do not qualify as incentive
stock options under Section 422 of the Internal Revenue
Code.
b.
Purchase Price. The purchase price of the Common
Stock under each Option shall be determined by the Committee, but
shall not be less than 100 percent of the fair market value of
the Common Stock on the date of the award of the Option.
“Fair market value” for purposes of the Plan means the
closing transaction price of the Common Stock on the NASDAQ Global
Select Market or other applicable exchange upon which the Common
Stock is traded o
