CME GROUP INC.
AMENDED AND RESTATED OMNIBUS STOCK PLAN
(Effective May 13, 2009)
ARTICLE 1
EFFECTIVE DATE AND PURPOSE
1.1 Effective
Date. The Plan was
originally adopted as the Chicago Mercantile Exchange Omnibus Stock
Plan effective as of February 7, 2000, and was amended and
restated from time to time thereafter and is hereby further amended
and restated as of May 13, 2009.
1.2 Purpose of the
Plan. The Plan is
intended to further the growth and profitability of the Company by
increasing incentives and encouraging Share ownership on the part
of Employees of the Company and its Subsidiaries. The Plan is
intended to permit the grant of Awards that constitute
“qualified performance-based compensation” under
section 162(m) of the Code.
ARTICLE 2
DEFINITIONS
The following words and phrases
shall have the following meanings unless a different meaning is
plainly required by the context:
2.1 “1934
Act” means the
Securities Exchange Act of 1934, as amended. Reference to a
specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any
future legislation or regulation amending, supplementing or
superseding such section or regulation.
2.2
“Affiliate” means any corporation or any other entity
(including, but not limited to, partnerships and joint ventures)
controlled by the Company.
2.3
“Award” means, individually or collectively, a grant
under the Plan of Non-Qualified Stock Options, Incentive Stock
Options, SARs, Stock Awards, Performance Shares, Restricted Stock
Units or Performance Stock Units.
2.4 Award
Agreement” means the written agreement or notice setting
forth the terms and conditions applicable to an Award.
2.5
“Board” means the Board of Directors of the
Company.
2.6 “Bonus
Stock” means
Shares under a Stock Award which are not subject to a Period of
Restriction.
2.7
“Cause ” means, except as otherwise specified in a
particular Award Agreement or in an employment or similar agreement
in effect between the Company or an Affiliate and an Employee
(which definition shall govern if in effect), (a) the willful
and continued failure (other than a failure resulting from the
Participant’s Disability) to substantially perform the duties
assigned by the Company, (b) the willful engaging in conduct
which is demonstrably injurious to the Company, monetarily or
otherwise, including conduct that, in the reasonable judgment of
the Company, does not conform to the standard of the
Company’s executives or employees, (c) any act of
dishonesty, commission of a felony, or (d) a significant
violation of any statutory or common law duty of loyalty to the
Company; provided, however, that following a Change of Control,
“Cause” means, except as otherwise specified in a
particular Award Agreement or in an employment or similar agreement
in effect between the Company or an Affiliate and an Employee
(which definition shall govern if in effect), (a) the willful
and continued failure (other than a failure resulting from the
Participant’s Disability) to substantially perform the duties
assigned by the Company, (b) the willful engaging in conduct
which is demonstrably injurious to the Company, monetarily or
otherwise, including conduct that does not conform to the standard
of the Company’s executives or employees, (c) any act of
dishonesty, commission of a felony, or (d) a significant
violation of any statutory or common law duty of loyalty to the
Company.
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2.8 “Change of
Control” means,
the occurrence of any of the following events:
(a) The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the 1934 Act) (a “Person” )
of beneficial ownership (within the meaning of Rule13d-3
promulgated under the 1934 Act) of 50% or more of either
(1) the then outstanding Class A Shares (the
“Outstanding Class A Common Stock” )
or (2) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities” ); provided, however, that for purposes
of this paragraph (a) the following acquisitions shall not
constitute, or be deemed to cause, a Change of Control:
(i) any increase in such percentage ownership of a Person to
50% or more resulting solely from any acquisition of shares
directly from the Company or any acquisition of shares by the
Company; provided, that any subsequent acquisitions of shares by
such Person that would add, in the aggregate, 1% or more (measured
as of the date of each such subsequent acquisition) to such
Person’s beneficial ownership of Outstanding Class A
Common Stock or Outstanding Company Voting Securities shall be
deemed to constitute a Change of Control, (ii) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Affiliate; or (iii) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (1), (2) and (3) of paragraph
(c) below or (iv) any acquisition by an underwriter
holding securities for an offering of such securities;
or
(b) Individuals who, as of the Effective
Date, constitute the Board (the “Incumbent
Board” ) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual
becoming a Director subsequent to the date hereof whose election,
or nomination for election, was approved by a vote of at least a
majority of the Directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the
election or removal of Directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a Person
other than the Board; or
(c) Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
“Business Combination” ), in each case,
unless, following such Business Combination, (1) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the then Outstanding
Class A Common Stock and Outstanding Company Voting
Securities, immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as
a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Class A Common Stock and
Outstanding Company Voting Securities, as the case may be,
(2) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related
trust) of the Company or of such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly,
50% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination
or the combined voting power of the then-outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and
(3) individuals who were on the Incumbent Board continue to
constitute at least a majority of the members of the board of
directors of the corporation resulting from the Business
Combination; provided, however, that any individual becoming a
Director subsequent to the date hereof whose election, or
nomination for election, was approved by a vote of at least a
majority of the Directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a Person
other than the Board; or
(d) Approval by the stockholders of the
Company of a complete liquidation or dissolution of the
Company.
Notwithstanding the foregoing,
with respect to an Award that is subject to Section 409A of
the Code (and to the extent necessary to comply with
Section 409A of the Code) a Change of Control shall not be
deemed to occur unless it qualifies as a change in ownership or
effective control of the Company for purposes of Section 409A
of the Code.
2.9 “Class A
Shares” means
shares of the Company’s Class A common stock, $.01 par
value.
2.10
“Code” means the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code or regulation
thereunder shall include such section or regulation, any valid
regulation promulgated thereunder, and any comparable provision of
any future legislation or regulation amending, supplementing or
superseding such section or regulation.
2.11
“Committee” means the Compensation Committee of the Board of
Directors appointed (pursuant to Section 3.1) to administer
the Plan.
2.12
“Company” means CME Group Inc. (formerly Chicago
Mercantile Exchange Holdings Inc.), a Delaware corporation, or any
successor thereto.
2.13
“Director” means any individual who is a member of the
Board.
2.14
“Disability” means disability as determined pursuant to the
long-term disability plan or policy of the Company or its
Subsidiaries in effect at the time of such disability and
applicable to a Participant.
2.15
“Employee” means an employee of the Company, its
subsidiaries, or an Affiliate designated by the Board or the
Committee (collectively “an Employer”).
“Employee” does not include an individual who is not
contemporaneously classified as an Employee for purposes of an
Employer’s payroll system. In the event any such individual
is reclassified as an Employee for any purpose, including, without
limitation, any government agency or as a result of any private
lawsuit, action, or administrative proceeding, such individual
will, notwithstanding such reclassification, remain ineligible for
participation hereunder and will not be considered an Employee for
purposes of this Plan. In addition to and not in derogation of the
foregoing, the exclusive means for an individual who is not
contemporaneously classified as an Employee of an Employer on an
Employer’s payroll system to become eligible to participate
in this Plan is through an amendment to this Plan which
specifically renders such individual eligible for participation
hereunder.
2.16 “Exercise
Price” means
the price at which a Share subject to an Option may be purchased
pursuant to the exercise of the Option or the base price at which
an SAR may be exercised with respect to a Share, as
applicable.
2.17 “Fair Market
Value” means,
(i) the closing sales price per Share on such date, as
reported by the Composite Transactions reporting system or if not
so reported, as reported by the NASDAQ Global Select Market or
(ii) in the event the Shares are not traded on such date, the
closing price per Share, as so reported on the immediately
preceding date on which trading occurred, or if not so reported, as
reported by any national securities exchange on which the Shares
are listed.
2.18 “Fiscal
Year” means the
fiscal year of the Company.
2.19 “Grant
Date” means,
with respect to an Award, the date that the Award is
granted.
2.20 “Incentive Stock
Option” means
an Option that is designated as an Incentive Stock Option and is
intended by the Committee to meet the requirements of section 422
of the Code.
2.21 “Non-Qualified
Stock Option” means an Option that is not an Incentive Stock
Option.
2.22
“Option” means an option to purchase Shares which is
granted by the Committee pursuant to Article 5.
2.23
“Participant” means an individual with respect to whom an
Award has been granted and remains outstanding.
2.24 “Performance
Goals” means
such criteria and objectives as may be established by the
Committee, which shall be satisfied or met (i) as a condition
to the exercisability of all or a portion of an Option or SAR,
(ii) as a condition to the grant of an Award, or
(iii) during the applicable Performance Period or Period of
Restriction, as a condition to the Participant’s receipt of
the Shares subject to a Restricted Stock Award, the receipt of
Shares, cash or any combination thereof subject to a Performance
Stock Unit Award or, in the case of a Performance Share Award, of
the Shares subject to such Award and/or the payment with respect to
such Award. In the case of an Award that is intended to qualify as
“qualified performance-based compensation” under
section 162(m) of the Code, such Performance Goals may include any
or all of the following or any combination thereof: gross margin,
operating margin, revenue growth, free cash flow, cash earnings,
operating expenses, expense reductions, operations efficiency,
operating cash flow, earnings per share, economic value added,
cash-flow return on investment, net income, total shareholder
return, return on investment, return on equity, return on assets,
the attainment by a Share of a specified Fair Market Value for a
specified period of time, an increase in the Fair Market Value of a
Share, or any increase or decrease of one or more of the foregoing
over a specified period. Such Performance Goals may relate to the
performance of the Company, an Affiliate, any portion of the
business, product line, or any combination thereof, relative to a
market index, a group of other companies (or their subsidiaries,
business units or product lines), or a combination thereof, all as
determined by the Committee. If the Committee desires that
compensation payable pursuant to any Award subject to Performance
Goals be “qualified performance-based compensation”
within the meaning of section 162(m) of the Code, the Performance
Goals (i) shall be established by the Committee no later than
the end of the first 90 days of the Performance Period or
Period of Restriction, as applicable (or such other time prescribed
by the Internal Revenue Service) and (ii) shall satisfy all
other applicable requirements imposed by Treasury Regulations
promulgated under section 162(m) of the Code, including the
requirement that such Performance Goals be stated in terms of an
objective formula or standard.
2.25 “Performance
Period” means
the period designated by the Committee during which the Performance
Goals applicable to an Award shall be measured.
2.26 “Performance
Share” means a
right, contingent upon the attainment of specified Performance
Goals within a specified Performance Period, to receive one Share,
which may be Restricted Stock, or in lieu of all or a portion
thereof, the Fair Market Value of such Share in cash.
2.27 “Performance
Stock Unit” means the right to receive cash or shares in the
future subject to the satisfaction of performance targets, which
may include Performance Goals.
2.28 “Period of
Restriction” means the period during which Restricted Stock
is subject to forfeiture and/or restrictions on
transferability.
2.29
“Plan” means this CME Group Inc. Amended and Restated
Omnibus Stock Plan, as set forth in this instrument and as
hereafter amended from time to time.
2.30 “Restricted
Stock Unit” means the right to receive cash or shares in the
future subject to the satisfaction of conditions related to
continued employment or service.
2.31 “Restricted
Stock” means
Shares under a Stock Award which are subject to a Period of
Restriction.
2.32
“Retirement” means a Participant’s Termination of
Service (other than for Cause) on or after attaining his or her
“normal retirement date” as defined in the Pension Plan
for Employees of Chicago Mercantile Exchange Inc. (whether or not
such Participant participates in such plan).
2.33
“Rule 16b-3” means Rule 16b-3 promulgated under the 1934
Act, as amended, and any future regulation amending, supplementing
or superseding such regulation.
2.34
“Share” means a share of any class, and of any series
within a class, of the Company’s common stock.
2.35 “Stock
Appreciation Right ” or “SAR” means an
Award, granted alone, in reference to or in tandem with a related
Option, which pursuant to Article 6 is designated by the
Committee as an SAR.
2.36 “Stock
Award” means an
Award of Restricted Stock or Bonus Stock.
2.37 “Ten Percent
Holder” means
an Employee (together with persons whose stock ownership is
attributed to the Employee pursuant to section 424(d) of the Code)
who, at the time an Option is granted, owns stock representing more
than ten percent of the voting power of all classes of stock of the
Company (or of any parent or subsidiary as defined in section 424
of the Code).
2.38 “Termination of
Service” means
a “separation from service” within the meaning of
Section 409A of the Code. For this purpose, a Termination of
Service includes, but not by way of limitation, a termination by
resignation, discharge with or without Cause, death, Disability, or
Retirement, but excludes any such termination where there is a
simultaneous reemployment by the Company or an
Affiliate.
ARTICLE 3
ADMINISTRATION
3.1 The
Committee. The Plan
shall be administered by the Committee. The Committee shall consist
of not less than two (2) Directors. The members of the
Committee shall be appointed from time to time by, and serve at the
pleasure of, the Board. It is intended that each member of the
Committee shall qualify as (a) a “non-employee
director” under Rule 16b-3, and (b) an
“outside director” under section 162(m) of the Code and
(c) an “independent director” under the listing
standards applicable to the Company. If it is later determined that
one or more members of the Committee do not so qualify, actions
taken by the Committee prior to such determination shall be valid
despite such failure to qualify.
3.2 Authority and Action of
the Committee. It
shall be the duty of the Committee to administer the Plan in
accordance with the Plan’s provisions. The Committee shall
have all powers and discretion necessary or appropriate to
administer the Plan and to control its operation, including, but
not limited to, the power to
(a) determine which Employees shall be
eligible to receive Awards and to grant Awards,
(b) prescribe the form, amount, timing and
other terms and conditions of each Award,
(c) interpret the Plan and the Award
Agreements,
(d) adopt such procedures as it deems
necessary or appropriate to permit participation in the Plan by
eligible Employees,
(e) adopt such rules as it deems necessary
or appropriate for the administration, interpretation and
application of the Plan, and
(f) interpret, amend or revoke any such
procedures or rules.
A majority of the Committee shall
constitute a quorum. The acts of the Committee shall be either
(i) acts of a majority of the members of the Committee present
at any meeting at which a quorum is present or (ii) acts
approved in writing by all of the members of the Committee without
a meeting.
3.3 Delegation by the
Committee. The
Committee, in its sole discretion and on such terms and conditions
as it may provide, may, consistent with law, delegate all or any
part of its authority and powers under the Plan to one or more
Directors and/or officers of the Company; provided, however, that
the Committee may not delegate its authority or power with respect
to (a) any officer of the Company with regard to the selection
for participation in this Plan of an officer or other person
subject to Section 16 of the 1934 Act or decisions concerning
the timing, pricing or amount of an award to such an officer or
person or (b) any Award that is intended to satisfy the
requirements applicable to “qualified performance-based
compensation” under section 162(m) of the Code.
3.4 Decisions
Binding. All
determinations, decisions and interpretations by the Committee, the
Board, and any delegate of the Committee pursuant to the provisions
of the Plan shall be final, conclusive, and binding on all persons,
and shall be given the maximum deference permitted by
law.
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ARTICLE 4
SHARES SUBJECT TO THE PLAN
4.1 Number of
Shares. Subject to
adjustment as provided in Section 4.3, 8,045,975 Shares shall
be available for grants of Awards under the Plan. The maximum
number of Shares with respect to which Awards may be granted during
any Fiscal Year to any person shall be 250,000, subject to
adjustment as provided in Section 4.3. The maximum number of
shares which may be granted under the Plan pursuant to Incentive
Stock Options is 200,000. Shares awarded under the Plan may be
either authorized but unissued Shares, authorized and issued Shares
reacquired and held as treasury Shares or a combination
thereof.
4.2 Lapsed
Awards. To the extent
that Shares subject to an outstanding Option (except to the extent
Shares are issued or delivered by the Company in connection with
the exercise of a tandem SAR) or other Award are not issued or
delivered by reason of the expiration, cancellation, forfeiture or
other termination of such Award 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 such Shares
shall again be available under this Plan.
4.3 Adjustments in Awards
and Authorized Shares. In the event of any merger, reorganization,
consolidation, recapitalization, liquidation, stock dividend,
split-up, Share combination, or other similar change in the
corporate structure of the Company affecting the Shares, the
Committee shall adjust the number, class and series of securities
available under the Plan, the number, class, series and purchase
price of securities subject to outstanding Awards, and the
numerical limits of Section 4.1 in such manner as the
Committee in its sole discretion shall determine to be appropriate
to prevent the dilution or diminution of such Awards. If any such
adjustment would result in a fractional security being
(a) available under this Plan, such fractional security shall
be disregarded, or (b) subject to an outstanding Award under
this Plan, the Company shall pay the holder of such Award, in
connection with the first vesting, exercise or settlement of such
Award in whole or in part occurring after such adjustment, an
amount in cash determined by multiplying (i) the fraction of
such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the Fair Market Value on the vesting,
exercise or settlement date over (B) the Exercise Price, if
any, of such Award, provided that such payment may be accomplished
in compliance with the provisions of Section 409A of the
Code.
ARTICLE 5
STOCK OPTIONS
5.1 Grant of
Options. Subject to
the provisions of the Plan, Options may be granted to such
Employees at such times, and subject to such terms and conditions,
as determined by the Committee in its sole discretion. An Award of
Options may include Incentive Stock Options, Non-Qualified Stock
Options, or a combination thereof; provided, that no Awards of
Options shall be granted more than ten years after the date this
amendment and restatement of the Plan is approved by the
Company’s stockholders.
5.2 Award
Agreement. Each
Option shall be evidenced by an Award Agreement that shall specify
the Exercise Price, the expiration date of the Option, the number,
class and, if applicable, series of Shares to which the Option
pertains (provided that Incentive Stock Options may be granted only
with respect to Class A Shares), any conditions to the
exercise of all or a portion of the Option, and such other terms
and conditions as the Committee, in its discretion, shall
determine. The Award Agreement pertaining to an Option shall
designate such Option as an Incentive Stock Option or a
Non-Qualified Stock Option. Notwithstanding any such designation,
to the extent that the aggregate Fair Market Value (determined as
of the Grant Date) of Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first
time by a Participant during any calendar year (under this Plan or
any other plan of the Company, or any parent or subsidiary as
defined in section 424 of the Code) exceeds the amount established
by the Code, such Options shall constitute Non-Qualified Stock
Options. For purposes of the preceding sentence, Incentive Stock
Options
