Please wait

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of

this May 1, 2025, by and between CBOE GLOBAL MARKETS, INC. (“Cboe” and, unless

indicated otherwise, referred to herein together with its subsidiaries as “Employer”) and

Craig S. Donohue (“Employee”) to be effective as of Employee’s first day of employment with

Employer on May 7, 2025 (the “Effective Date”).

WITNESSETH:

WHEREAS, Cboe and Employee desire to enter into this Agreement effective as of the

Effective Date to provide for certain terms and conditions of 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:

1.Employment.

(a)During the Term (as defined below), Cboe shall employ Employee as its

Chief Executive Officer, and Employee shall perform such duties as may be consistent

with such position, including as an employee of a Cboe subsidiary, as determined by the

Board of Directors of Cboe (the “Board”).  If elected, Employee shall also serve as a

member of the Board, without additional compensation for such service.

(b)Employee agrees to devote all of his working time and efforts to the affairs

of Employer and to the performance of his duties as Cboe’s Chief Executive Officer. 

(c)Employee’s principal place of employment shall be at Cboe’s principal

executive offices, currently located in Chicago, Illinois; provided that the Company

acknowledges and agrees that Employee may work remotely at his reasonable discretion. 

Employee acknowledges that the duties to be performed by Employee hereunder are such

that Employee may be required to travel extensively at times.

(d)Employee agrees not to accept any membership on the board of directors

of any other private or public corporation (other than Cboe affiliates) without the prior

written approval of the Board. The Board will grant such approval if, in its reasonable

discretion, such membership will present no conflict of interest or interference with

Employee’s duties as Chief Executive Officer. Nothing herein shall prevent Employee

from managing Employee’s personal investments and legal affairs.

2

(e)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.

2.Term.  Employee’s employment under this Agreement shall commence on

the Effective Date and shall expire on the fifth anniversary of the Effective Date (the “Initial

Term”), unless terminated earlier pursuant to the provisions of Section 5 hereof. The term of

employment shall be renewed automatically for successive periods of one (1) year each (a

“Renewal Term”) after the expiration of the Initial Term, unless the Board provides Employee,

or Employee provides the Board, with written notice to the contrary at least one hundred eighty

(180) days prior to the end of the Initial Term or any Renewal Term. The Initial Term and any

Renewal Terms are collectively referred to herein as the “Term.” If either the Board or Employee

elects not to renew the Term of this Agreement in accordance with this Section 2, and Employee

thereafter continues in employment with Employer, Employee shall be employed on an at-will

basis, and the terms of such employment and any subsequent termination of employment shall be

subject solely to the general employment practices and policies of Employer.

3.Compensation.  Employer shall pay to Employee the following for all services to

be performed by Employee during the Term:

(a)A base salary (“Base Salary”) at the rate of one million three hundred

thousand dollars ($1,300,000) per annum. Base Salary shall be payable in substantially

equal regular installments in accordance with Employer’s practices for other senior

executives, as such practices may be determined from time to time. The Board and/or the

Compensation Committee of the Board (the “Committee”) shall review the rate of Base

Salary in such manner and at such time as is applicable to other senior executives, with

any revised rate of salary to become the “Base Salary” for all purposes of this Agreement. 

Base Salary may only be reduced to the extent such reduction is part of a proportionate

reduction to the base compensation for Employee’s direct reports.

(b)In addition to the aforementioned annual Base Salary, Employee shall be

eligible to participate in any bonus or short-term incentive program applicable to other

senior executives of Employer during the Term with a target annual bonus or short-term

incentive payment of not less than one hundred fifty percent (150%) of Base Salary.  For

the 2025 fiscal year, any bonus or short-term incentive payment payable to Employee

shall be prorated based on the number of days Employee is employed by Employer in the

2025 fiscal year.  Any bonus or incentive payment for a fiscal year of Employer shall be

payable to Employee as soon as practicable after the end of such year and at such time as

paid to other similarly situated executives.  The Board and/or the Committee will

establish performance metrics for Employee for each fiscal year.  Any bonus will only be

paid to the extent the applicable performance metrics have been met, as determined by

the Board and/or the Committee in their sole discretion, and only so long as Employee

remains employed by Employer on the date of payment.

(c)Subject to Committee approval and Board ratification, Employee shall be

eligible for annual equity incentive awards under the Cboe Global Markets, Inc. (f/k/a

3

CBOE Holdings, Inc.) Long-Term Incentive Plan in effect as of the Effective Date, or

any similar or successor plan (the “LTIP”), in amounts and subject to such terms as

determined by the Committee in its sole discretion; provided that the target grant date fair

value of the annual equity incentive awards granted to Employee with respect to any fiscal

year during the Term shall not be less than $10,050,000.  For the 2025 fiscal year, the

annual equity incentive award granted to Employee shall be prorated based on the number

of days remaining in the 2025 fiscal year following the Effective Date.  The vesting terms

relating to such awards, including the terms that apply in connection with a Change in

Control (as defined in the LTIP), shall be no less favorable than those that apply to other

senior executives of Employer.

(d)Employee shall be eligible for a one-time sign-on equity incentive award

with a grant date fair value of six million dollars ($6,000,000) under the LTIP (the “Sign-

On Grant”).  The Sign-On Grant will be granted on the Effective Date and evenly split

between an award of restricted stock units and an award of performance stock units, which

such awards shall be provided on the form award agreements under the LTIP applicable to

other senior executives of Employer.  The Sign-On Grant will be subject to a three (3)

year cliff vesting schedule and the same performance metrics as Cboe’s 2025 fiscal year

equity incentive awards previously granted to other senior executives.

(e)Notwithstanding anything to the contrary in the LTIP, the terms and

conditions of all equity incentive awards granted to Employee under the LTIP during the

Term will provide for: (i) retirement-vesting eligibility on five (5) years of continuous

service for Employer; provided, however, that Employee must provide no less than one

(1)-year’s advance notice to the Board of Employee’s intent to retire to be eligible for

retirement vesting of equity incentive awards granted under the LTIP; and (ii) no

proration of any shares issuable upon settlement of performance stock units following

Employee’s retirement based on the length of Employee’s tenure during the relevant

performance periods applicable to such performance stock units.  The remaining

retirement vesting terms applicable to other senior executives under the form award

agreements will apply.

(f)Subject to compliance with Cboe's Insider Trading Policies and securities

laws, with respect to any equity incentive awards granted to Employee under the LTIP

during the Term, Employer and the Board hereby expressly permit Employee to transfer

any shares of Cboe common stock issued upon settlement thereof, to one or more grantor

and/or charitable trusts established by Employee (“Employee Trusts”).  Employer and the

Board agree to take all reasonable and necessary steps to facilitate the transfer of

Employee’s shares of Cboe stock to the Employee Trusts, and further acknowledge and

agree that any such shares of Cboe stock held by such Employee Trusts shall count

towards Cboe’s stock ownership and holding guidelines for its Chief Executive Officer as

if held by Employee directly.

(g)All payments under this Agreement of Base Salary and bonus, and

incentive payments and severance payments and benefits, if any, shall be subject to such

4

deductions as may be required to be made pursuant to law, government regulation, or

order, or by agreement with, or consent of, Employee.

4.Additional Benefits.

(a)Business Expenses.  Employer will pay or promptly reimburse Employee

for all reasonable and necessary business expenses incurred by Employee in the

performance of his duties during the Term.  All amounts subject to reimbursement by

Employer to Employee pursuant to this Section 4(a) shall be subject to an accounting by

Employee and approval by Employer in accordance with Employer’s expense

reimbursement policies and procedures as in effect from time to time.

(b)Benefit Plans.  During the Term, Employee shall be entitled to participate

in, and receive benefits under, (i) any qualified or supplemental retirement, savings or

deferred compensation plan, program or arrangement currently made available by

Employer for its senior executives, and (ii) any such additional or substitute plan,

program or arrangement that Employer may make available in the future and during the

Term for its senior executives (“Benefit Plans”), subject to and on a basis consistent with

the terms, conditions and overall administration of each such Benefit Plan.

(c)Vacations, Holidays, and Other Perquisites and Fringe Benefits. 

Employee shall be entitled to vacations, holidays and other perquisites and fringe benefits

that are enjoyed by similarly situated personnel, provided that Employee shall not be

entitled to participate in any perquisite or fringe benefit that has been frozen to new

participants as of the Effective Date.

(d)Insurance Benefits.  During the Term, Employee and his dependents shall

be entitled to participate in, and receive benefits under, (i) any health and dental plan,

disability plan, accidental death and dismemberment plan, survivor income plan, and life

insurance plan or arrangement currently made available by Employer for its senior

executives, and (ii) any such additional or substitute plan or arrangement that Employer

may make available in the future and during the Term for its senior executives

(“Insurance Plans”), subject to and on a basis consistent with the terms, conditions, and

overall administration of each such Insurance Plan.

(e)Housing and Relocation Benefits.  During the Term, Employer shall pay

Employee a monthly stipend of ten thousand dollars ($10,000) for housing in the Chicago

metropolitan area (the “Housing Stipend”) until he purchases a home in the Chicago

metropolitan area and shall also pay or reimburse Employee for the cost of car service

while working in Chicago (together with the Housing Stipend, the “Housing Expenses”).

The payments Employee receives with respect to the Housing Expenses under this

Section 4(e) shall be grossed up to compensate Employee for income and payroll taxes

related directly to such amounts such that the net after-tax proceeds to Employee of the

payment or reimbursement of his Housing Expenses and the tax gross-up (at his then-

current combined state and federal marginal income tax rates) is equal to Employee’s

total Housing Expenses.  Additionally, Employee will be entitled to receive certain

5

relocation benefits in accordance with the Cboe’s relocation program if he relocates to the

Chicago metropolitan area; provided, however, that on completion of any such relocation,

Employee will no longer be entitled to the Housing Stipend provided in this Section 4(e).

(f)Indemnification and D&O Liability Insurance. Employee will be eligible

for indemnification to the extent provided under the terms and conditions of Cboe’s Third

Amended and Restated Certificate of Incorporation, Eighth Amended and Restated

Bylaws and all other organizational documents of Employer.  In all events, without

limiting the foregoing, Employer shall provide Employee with indemnification on terms

no less favorable than provided to any other executive officer or director of Employer. In

addition, Employer or any successor thereto shall purchase and maintain, at its own

expense, directors’ and officers’ liability insurance providing coverage for Employee on

terms that are no less favorable than the coverage provided to other officers of Employer.

The provisions of this section shall survive the termination of this Agreement and

Employee’s employment with Employer.

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 re-appointed 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:

(i)Employee engages, during the performance of his duties

hereunder, in acts or omissions constituting dishonesty, fraud, intentional breach

of fiduciary obligation, intentional wrongdoing, gross negligence, or malfeasance

that results in harm to Employer;

(ii)Employee intentionally disobeys or disregards a lawful and proper

direction of the Board, or refuses to perform his material duties and

responsibilities under this Agreement (provided that a failure to achieve or meet

business objectives related to such duties shall not be the sole basis for a

determination of Cause);

(iii)Employee commits willful misconduct in connection with the

performance of his duties;

(iv)Employee is convicted of, or pleads guilty or of nolo contendere to

(A) a felony (other than traffic offenses), (B) any other crime involving moral

turpitude, or (C) misappropriation, embezzlement, dishonesty, theft, or fraud with

respect to Cboe or any of its customers or business relations;

6

(v)Employee fails to comply in all material respects with Cboe’s

Code of Business Conduct and/or its written policies, procedures, and guidelines,

including corporate governance, human relations, anti-harassment, anti-

discrimination, and anti-discrimination policies, and applicable laws; or

(vi)Employee materially breaches this Agreement and such breach by

its nature, is incapable of being cured, or such breach remains uncured for more

than thirty (30) days following receipt by Employee of written notice from Board

specifying the nature of the breach and demanding the cure thereof.

Notwithstanding the foregoing, any action or inaction taken by Employee based

upon Employee’s reasonable reliance on advice of counsel to Employer or the

direction of the Board shall not form the basis for Cause.

In addition, Employee’s employment shall be deemed to have terminated for Cause if,

within three-hundred and sixty-five (365) days after Employee’s employment has terminated,

facts and circumstances are discovered that would have justified a termination for Cause under

Section 5(a) above.

If the employment of Employee is terminated by Cboe for Cause, 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, and, except as otherwise provided in any

Benefit Plan or Insurance Plan, Employer shall have no further obligation, including any

obligation for Severance Benefits (as defined herein), to Employee under this Agreement. Such

termination shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance

Plans and other employee policies and practices of Employer applicable to such termination.

(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.  In such event, Employer shall, subject to the terms of Section 9 and Section 19

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) through the date of termination, to

be paid within thirty (30) days of termination;

(ii)Any unpaid bonus with respect to a fiscal year ending immediately

prior to the year in which Employee’s employment terminates (the “Prior Year

Bonus”), to be paid in a cash lump sum within thirty (30) days of termination;

(iii)An amount equal to the Employee’s Housing Stipend (and

associated gross-up) for the remainder of employee’s then current lease, not to

exceed twelve (12) months, to be paid in a cash lump sum within thirty (30) days

of termination;

7

(iv)A pro-rated bonus (the “Pro-Rated Bonus”) equal to the bonus that

Employee would have received for the calendar year in which Employee’s

employment terminates, based on Employee’s target annual bonus for such year,

multiplied by a fraction, the numerator of which shall equal the number of

calendar days Employee was employed by Employer for the year in which his

employment terminates and the denominator of which shall equal three hundred

sixty-five (365), to be paid in a cash lump sum within thirty (30) days of

termination;

(v)A lump-sum cash severance payment in an amount equal to the

sum of (A) two times Employee’s annual rate of Base Salary in effect on the date

of termination and (B) two times the target bonus for the year in which

Employee’s employment is terminated, to be paid within thirty (30) days of

termination;

(vi)Employer shall also pay Employee a lump sum in an amount equal

to the equivalent of twenty-four (24) months of premiums under the Consolidated

Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (sufficient

to cover full family health care as of the date Employee is terminated), to be paid

within thirty (30) days of termination;

(vii)With respect to the Sign-On Grant, and notwithstanding anything

to the contrary in the LTIP or individual equity incentive award agreements issued

thereunder, (A) the restricted stock units subject to time-based vesting criteria

shall immediately become fully vested as of the date of termination, and (B) the

performance stock units shall remain outstanding as if Employee had remained

continuously employed through the performance period and shall vest upon the

expiration of such performance period, subject to and contingent upon

achievement of the applicable performance goals, and shall not be subject to any

proration upon settlement thereof.

The amounts and benefits described in clauses (iii) through (vii) of this Section

5(b) shall be referred to herein collectively as the “Severance Benefits.” Except as

otherwise provided in this Section 5(b) and in any Benefit Plan or Insurance Plan of

Employer, Employer shall have no further obligation to Employee under this Agreement

following the date his employment is terminated without Cause.

(c)Voluntary Termination for Good Reason. Employee may terminate his

employment at any time during the Term for Good Reason (as defined below) as of a date

within one hundred twenty (120) days after the initial existence of the condition

constituting Good Reason; provided, (i) Employee provides written notice to the Board of

Employee’s intention to resign for Good Reason that specifies in reasonable detail the

specific conduct of Employer that constitutes Good Reason and the specific provisions of

this Agreement on which Employee relies within ninety (90) days of Employee first

becoming aware of its existence and (ii) Employer does not cure such breach or action

within thirty (30) days after the date of Employee’s notice.  For purposes of this

8

Agreement, “Good Reason” shall be deemed to exist if, and only if, without Employee’s

express written consent, Cboe or a successor employer:

(i)assigns to Employee authorities (including officer titles), duties or

responsibilities that are inconsistent in any material and adverse respect with

Employee’s authorities, duties or responsibilities with Employer as contemplated

by this Agreement (including any material and adverse diminution of such

authorities, duties or responsibilities);

(ii)materially reduces Employee’s Base Salary, except as part of a

proportionate reduction of base compensation for Employee’s direct reports;

(iii)terminates, reduces or limits Employee’s participation in any

bonus, target bonus or incentive arrangement relative to the level of participation

of other senior executives of similar rank, based upon an arbitrary decision of

Employer rather than a decision reasonably related to the level of job performance

of Employee; provided, however, that such action with respect to Employee’s

participation shall only constitute Good Reason under this Agreement if the action

results in materially reducing the aggregate value of Employee’s incentive

compensation below the aggregate value as of the Effective Date; or

(iv)materially breaches any of the terms of this Agreement.

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 (iii) above,

whichever is greater) through the date of termination 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) 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 the Board. If the employment of Employee is terminated by Employee

without Good Reason, Employer shall, subject to the terms of Section 9 and Section 19 of

this Agreement, pay or otherwise provide to Employee, Employee’s accrued but unpaid

Base Salary (based upon the annual rate in effect on the date of termination) through the

date of his termination. Except as provided immediately above and as otherwise provided

in any Benefit Plan or Insurance Plan, Employer shall have no further obligation,

including any obligation for Severance Benefits, to Employee under this Agreement.

Such termination shall have no effect upon Employee’s rights under the Benefit Plans,

the Insurance Plans and other employee policies and practices of Employer applicable to

such termination.

9

(e)Death.  If Employee dies during the Term, Employer shall pay to the legal

representative of Employee’s estate Employee’s Base Salary (based on the annual rate in

effect on the date of death) through the date of death in addition to (i) the Prior Year

Bonus and (ii) the Pro-Rata Bonus.  Except as otherwise provided in any Benefit Plan or

Insurance Plan, Employer shall have no further obligations with respect to Employee or

his beneficiaries or dependents under this Agreement following the date of his death.

(f)Disability.  If Employee is Permanently Disabled (as defined below) for a

continuous period of six (6) months during the Term, Cboe may terminate Employee’s

employment under this Agreement upon thirty (30) days prior written notice to

Employee. In such event Employer shall pay to Employee his accrued but unpaid Base

Salary (based on the annual rate in effect on the date of termination) through the date of

termination in addition to (i) the Prior Year Bonus and (ii) the Pro-Rata Bonus.  Except as

otherwise provided in any Benefit Plan or Insurance Plan of Employer, Employer shall

have no further obligation to Employee under this Agreement following the date his

employment is terminated due to him becoming Permanently Disabled. Such termination

shall have no effect upon Employee’s rights under the Benefit Plans, the Insurance Plans

and other employee policies and practices of Employer applicable to such termination. 

For purposes of this Agreement, the term “Permanently Disabled” shall have the meaning

set forth in the long-term disability policy or plan maintained by Employer for its senior

executives then in effect.  In the absence of such a policy or plan, the term Permanently

Disabled shall have the meaning ascribed to the term “disability” under Section 409A of

the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and

guidance promulgated thereunder.

6.Restrictive Covenants.  For purposes of this Section 6 and Section 7, 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 Sections 5(a), 5(b), 5(c), or 5(d) hereof,

Employee shall not:

(a)singly, jointly, or in any other capacity, in a manner that contributes to any

research, technology, development, account, trading, marketing, promotion, or sales and

that relates to Employee’s service with Employer, directly or beneficially, manage, join,

participate in the management, operation or control of, or work for (as an employee,

consultant or independent contractor), or permit the use of his name by, or provide

financial or other assistance to, or be connected in any manner with (i) any exchange,

facility, clearinghouse, electronic communications network (“ECN”), electronic foreign

currency exchange market (“FX”) matching platform, multilateral trading facility, or

alternative trading system (“ATS”); (ii) the ECN, ATS or FX business lines of any full

service broker dealer or any digital asset or data and access solutions business line of any

10

company; or (iii) any business line of any company that is substantially similar to any

additional business line developed or entered into by Employer during Employee’s

employment with Employer, provided that, in the case of clauses (i), (ii) and (iii), such

entity or business line that directly competes with Employer, without the express written

approval of the non-executive Chairman or Lead Director, as applicable, of the Board;

(b)provide any service or assistance that (i) is of the general type of service or

assistance provided by Employee to Employer, (ii) relates to any technology, account,

product, project or piece of work, with which Employee was involved during his

employment with Employer, and (iii) contributes to causing an entity to come within the

definition described in paragraph (a) above;

(c)solicit or accept if offered to him, with or without solicitation, on his own

behalf or on behalf of any other person, the services of any person who is a then current

employee of Employer (or was an employee of Employer during the year preceding such

solicitation), nor solicit any of Employer’s then current employees (or an individual who

was employed by or engaged by Employer during the year preceding such solicitation) to

terminate employment or an engagement with Employer, nor agree to hire any then

current employee (or an individual who was an employee of Employer during the year

preceding such hire) of Employer into employment with himself or any company,

individual or other entity;

(d)directly or indirectly divert or attempt to divert from Employer any

business in which Employer has been actively engaged during the Term, nor interfere

with the relationships of Employer with its sources of business; or

(e)unless required by governmental agencies or under applicable laws or

regulations, 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 Employer, its employees, directors, or

officers. Unless required by governmental agencies or under applicable laws or

regulations, Employee acknowledges and agrees that 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.

(f)Employee acknowledges and agrees that Employee has received at least

fourteen (14) days to review the covenants in this Section 6 and Employee has been

advised to consult with an attorney before entering into the covenants in this Section 6. 

(g)If any court of competent jurisdiction shall at any time deem the term of

any covenant contained in this Section 6 too lengthy or the geographic area or other scope

covered too extensive, the other provisions of Section 6 shall nevertheless stand, and such

court shall modify and reform the term to be the longest period permissible by law under

the circumstances and the geographic area or other scope covered to comprise the largest

territory and scope permissible by law under the circumstances. The court in each case

11

shall reduce the term and/or geographic area or other scope covered to permissible

duration, size or scope.

7.Confidentiality. 

(a)Employee acknowledges that Employer will disclose Secret or

Confidential Information to Employee during the Term to enable him to perform his

duties hereunder. Employee agrees that, subject to the following sentence, he shall not

during the Term (except in connection with the proper performance of his duties

hereunder) and thereafter, without the prior written consent of the Board, disclose to any

person or entity any material or significant Secret or Confidential Information concerning

the business of Employer that was obtained by Employee in the course of his

employment by Employer. This paragraph shall not be applicable if and to the extent

Employee is required to testify in a legislative, judicial or regulatory proceeding pursuant

to an order of Congress, any state or local legislature, a judge, or an administrative law

judge, or if such Secret or Confidential Information is required to be disclosed by

Employee by any law, regulation or order of any court or regulatory commission,

department or agency. Employee further agrees that if his employment by Cboe is

terminated for any reason, he will not take with him, but will leave with Employer, all

records and papers and all matter of whatever nature that bears Secret or Confidential

Information of Employer. For purposes of this Agreement, the term “Secret or

Confidential Information” shall include, but not be limited to, any and all records, notes,

memoranda, data, writings, research, personnel information, customer information,

clearing members’ information, Employer’s financial information and plans, processes,

methods, techniques, systems, formulas, patents, models, devices, compilations or any

other information of whatever nature in the possession or control of Employer, that has

not been published or disclosed to the general public, the options industry, the equities

industry, the foreign currency exchange industry or the commodities futures industry;

provided, however, that such term shall not include knowledge, skills, and information

that is common to the trade or profession of Employee.

(b)Employee acknowledges and understands that nothing in this Agreement

(including without limitation Employee’s confidentiality obligations and non-

disparagement obligations set forth herein) shall be construed to prevent or impede

Employee from freely communicating with, filing a charge with, or fully participating in

any investigation or proceeding conducted by any federal, state, or local government

agency or authority (including, but not limited to, the Equal Employment Opportunity

Commission, the Securities and Exchange Commission (“SEC”), the National Labor

Relations Board, the Financial Industry Regulatory Authority, or other self-regulatory

agency), without notice to or prior authorization from Cboe.  Employee understands and

agrees, however, that Employee is waiving any and all rights to recover any

compensation, damages, or any other form of relief in connection with any charge,

complaint, lawsuit, or proceeding brought against Employer, regardless of who filed or

initiated such charge, complaint, lawsuit, or proceeding, except that Employee may apply

12

for and accept an award from the SEC with respect to any information provided by

Employee to the SEC.

(c)Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)),

Employee shall not be held criminally or civilly liable under any federal or state trade

secret law for the disclosure of a trade secret that is made in confidence either directly or

indirectly to a federal, state, or local government official, or to an attorney, solely for the

purpose of reporting or investigating a violation of law.  Employee shall not be held

criminally or civilly liable under any federal or state trade secret law for the disclosure of

a trade secret made in a complaint, or other document filed in a lawsuit or other

proceeding, if such filing is made under seal.  If Employee files a lawsuit or other action

alleging retaliation by Employer for reporting a suspected violation of law, Employee

may disclose the trade secret to his attorney and use the trade secret in the court

proceeding or other action, if Employee files any document containing the trade secret

under seal and does not disclose the trade secret, except pursuant to court order.  This

paragraph will govern to the extent it may conflict with any other provision of this

Agreement.

8.Remedies.  Employee consents and agrees that if he violates any provisions of

Sections 6 or 7 of this Agreement, Employer or its successors in interest shall be entitled, in

addition to any other remedies that they may have, including money damages, to an injunction to

be issued by a court of competent jurisdiction, restraining him from committing or continuing

any violation of Sections 6 or 7 hereof. If, at any time, Employee violates or threatens to violate,

to any material extent any of the covenants or agreements set forth in Sections 6 or 7 of this

Agreement, Cboe shall have the right to terminate the employment of Employee for Cause in

accordance with the provisions of Section 5(a) hereof. In the event that Employee is found to

have breached any provision set forth in Section 6 of this Agreement, the time period provided

for in that provision shall be deemed tolled (i.e., it will not begin to run) for so long as Employee

was in violation of that provision.

9.Release.  Notwithstanding anything herein to the contrary, as a condition to

receiving any severance payments or benefits under this Agreement, Employee agrees to execute

a release of claims (in a form substantially similar to the form set forth in Exhibit A, which is

attached hereto and made a part hereof) (the “Release”). Employee must deliver to Cboe an

original, signed Release and the revocability period (if any) must elapse by the Release Deadline.

For purposes of this Section, the “Release Deadline” means the date that is sixty (60) calendar

days after Employee’s termination of employment. No Severance Benefits under this Agreement

shall be made or provided prior to the date that both (i) Employee has delivered an original,

signed Release to Cboe and (ii) the revocability period (if any) has elapsed. Payment of any

Severance Benefits that are not exempt from Section 409A of the Code shall be delayed until the

Release Deadline, irrespective of when Employee executes the Release; provided, however, that

where Employee’s termination of employment and the Release Deadline occur within the same

calendar year, the payment may be made up to thirty (30) days prior to the Release Deadline, and

provided further that where Employee’s termination of employment and the Release Deadline

occur in two (2) separate calendar years, payment may not be made before the later of January 1

13

of the second year or the date that is thirty (30) days prior to the Release Deadline. If Employee

does not deliver an original, signed Release to Cboe by the Release Deadline, (i) Employee’s

rights shall be limited to those made available to Employee as if Employee were terminated

under Section 5(d) above, and (ii) Employer shall otherwise have no obligation to pay or provide

to Employee any Severance Benefits described in this Agreement, or any other monies on

account of the termination of Employee’s employment. 

10.Assignment.  Neither Employee nor Cboe may assign this Agreement, except that

Cboe’s obligations hereunder shall be binding legal obligations of any successor to all or

substantially all of Cboe’s business by purchase, merger, consolidation, or otherwise.

11.Employee Assignment.  No interest of Employee or his spouse, dependent or any

other beneficiary under this Agreement, or any right to receive any payment or distribution

hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment,

garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to

receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the

obligations or debts of, or other claims against, Employee or his spouse, dependent or any other

beneficiary, including claims for alimony, support, separate maintenance, and claims in

bankruptcy proceedings.

12.Benefits Unfunded.  (i) All rights of Employee and his spouse, dependent or any

other beneficiary under this Agreement shall at all times be entirely unfunded and no provision

shall at any time be made with respect to segregating any assets of Employer for payment of any

amounts due hereunder; (ii) neither Employee nor his spouse, dependent or any other beneficiary

shall have any interest in or rights against any specific assets of Employer; and (iii) Employee

and his spouse, dependent or any other beneficiary shall have only the rights of a general

unsecured creditor of Employer.

13.Waiver.  No waiver by either party at any time of any breach by the other party of,

or compliance with, any condition or provision of this Agreement to be performed by the other

party shall be deemed a waiver of any other provisions or conditions at the same time or at any

prior or subsequent time.

14.Applicable Law.  This Agreement shall be construed and interpreted pursuant to

the laws of the State of Illinois, without regard to principles of conflicts of laws. The jurisdiction

and venue for any disputes arising under, or any action brought to enforce (or otherwise relating

to), this Agreement will be exclusively in the courts in the State of Illinois, County of Cook,

including the federal courts located therein (should federal jurisdiction exist).

15.Dispute Resolution.  Except as otherwise set forth in this Section 15, in the event

of any dispute or claim between Employee and Employer arising out of or in connection with

this Agreement, Employee and Employer agree that, to the extent permitted by applicable law,

any such dispute or claim shall be finally settled by confidential, binding arbitration conducted

by a neutral arbitrator under the auspices of JAMS in accordance with the Streamlined

Arbitration Rules and Procedures of JAMS (the “Rules”), and taking place in the State of Illinois,

County of Cook.  Each party agrees that such arbitration shall be conducted in the English

14

language by a single arbitrator selected by the agreement of the parties or, in the absence of such

agreement, by JAMS in accordance with the Rules; provided, that such arbitrator shall be a

retired judge with experience in employment law.  Each party agrees that in any such arbitration

the award shall be made in writing no more than thirty (30) days following the end of the

proceeding.  Notwithstanding anything to the contrary set forth in this Agreement, Employee

acknowledges and agrees that in the event of any violation or threatened violation by Employee

of any of the restrictive covenants contained herein, Employer (and the third party beneficiaries

of such provisions, if any) shall be entitled to seek and obtain temporary, preliminary or

permanent injunctive relief and/or restraining orders from competent federal, state or foreign

courts without the necessity of posting a bond or other surety (which rights shall be in addition to

any other rights or remedies to which Employer may be entitled).

Each party shall bear its own fees, costs and disbursements in any such arbitration or

court (including to enforce an award) proceeding.  Notwithstanding choice of law rules, the

arbitrator or court shall apply the laws of the State of Illinois with respect to the interpretation or

enforcement of this Agreement, or to any claims involving Employee’s employment or the

termination of Employee’s employment; except that, notwithstanding the foregoing, this

arbitration provision, and any determination of whether a dispute or claim is subject to

arbitration, shall be governed by the Federal Arbitration Act.  The decision or award of the

arbitrator, including any injunctive relief, shall be final and binding upon the parties hereto.  The

parties shall abide by all awards recorded in such arbitration proceedings, and all such awards

may be entered and executed upon in any court having jurisdiction over the party against whom

or which enforcement of such award is sought.  As part of this Agreement, Employee agrees not

to participate in a representative capacity or as a member of any class of claims pertaining to any

claim against Employer. There is no right or authority for any claims subject to this Agreement

to be arbitrated on a class or collective action basis or on any basis involving claims brought in a

purported representative capacity on behalf of any other person or group of people similarly

situated.  Such claims are prohibited.  Furthermore, claims brought by or against either Employer

or Employee may not be joined or consolidated in the arbitration with claims brought by or

against any other person or entity unless otherwise agreed to in writing by all parties involved.

The arbitration shall be conducted on a strictly confidential basis, and Employee shall not

disclose the existence of a dispute or claim, the nature of a dispute or claim, or any documents,

exhibits, or information exchanged or presented in connection with such dispute or claim, or the

result of any action or arbitration proceeding, to any third party, with the sole exceptions of

Employee’s spouse, domestic partner, or other immediate family members (who shall agree to

keep such matters strictly confidential), Employee’s witnesses in the arbitration, if any, to the

extent such disclosures are necessary for them to provide truthful testimony in the arbitration,

third parties engaged by Employee to assist Employee in the arbitration, Employee’s personal

tax, legal, and financial advisors, to the extent that such disclosures are necessary for them to

perform the services they are engaged to provide, and as may be required by law or legal process

(including, without limitation, to enforce the terms of any arbitral award issued hereunder). 

Without limiting the foregoing, the parties agree to take all steps necessary to protect the

confidentiality of the materials for arbitration in connection with any such dispute, claim or

proceeding, agree to file (and, if so required by applicable court rules, seek leave to file) Secret

15

or Confidential Information (and documents containing Secret or Confidential Information)

under seal, and agree to the entry of an appropriate protective order encompassing the

confidentiality terms of this Agreement.

All questions regarding whether or not a dispute is subject to arbitration will be resolved

by the arbitrator, except with respect to claims for injunctive relief or any restraining order

brought by Employer to enforce the restrictive covenants contained in this Agreement, which

claims Employee expressly acknowledge Employer is entitled to bring in court.  If any claims

cannot be subject to mandatory arbitration as a matter of law or in the event of any court

proceeding to challenge an arbitrator’s award, the parties hereby consent to the exclusive

jurisdiction of the federal or state courts located in the State of Illinois, County of Cook and each

party irrevocably consents to the jurisdiction of such courts to the broadest extent possible for

any such claim or proceeding and waives any objection to proceeding there that such party might

have on the basis of inconvenient forum, improper venue, or otherwise.  For the avoidance of

doubt, court proceedings to enforce an arbitrator’s award may be initiated and maintained in any

federal or state court having jurisdiction over the party against whom or which enforcement of

such award is sought.

16.Entire Agreement. This Agreement contains the entire agreement between Cboe

and Employee, and supersedes any and all other previous agreements, written or oral, between

the parties relating to the subject matter hereof. No amendment or modification of the terms of

this Agreement shall be binding upon either of the parties hereto unless reduced to writing and

signed by each of the parties hereto.

17.Counterparts.  This Agreement may be executed in counterparts, each of which

shall be deemed an original.

18.Severability.  The parties agree that this Agreement shall be construed in a way to

make each of its provisions enforceable, but that the unenforceability of one (1) or more

provisions in one (1) or more instances will not make invalid the entire Agreement or any other

provisions of this Agreement as all of its provisions are severable. In the event a provision may

be unenforceable as written, the parties agree that it shall be partially enforced to the extent

permitted by law. The unenforceability of a provision in one instance shall not affect its

enforceability in other instances.

19.Compliance. The payments and benefits under this Agreement are intended to

comply with or be exempt from Section 409A of the Code and the interpretative guidance

thereunder, including the exceptions for short-term deferrals, separation pay arrangements,

reimbursements, and in-kind distributions, and shall be administered accordingly. This

Agreement shall be construed and interpreted with such intent. If any provision of this

Agreement needs to be revised to satisfy the requirements of Section 409A of the Code, then

such provision shall be modified or restricted to the extent and in the manner necessary to be in

compliance with such requirements of the Code, and any such modification will attempt to

maintain the same economic results as were intended under this Agreement. Employer cannot

guarantee that the payments and benefits that may be paid or provided pursuant to this

Agreement will satisfy all applicable provisions of Section 409A of the Code.  Notwithstanding

16

any provision of this Agreement to the contrary, any compensation or benefit payable under this

Agreement that constitutes a deferral of compensation under Section 409A of the Code shall be

subject to the following:

(a)Whenever a payment under this Agreement specifies a payment period,

the actual date of payment within such specified period shall be within the sole discretion

of Employer, and Employee shall have no right (directly or indirectly) to determine the

year in which such payment is made.  In the event a payment period straddles two (2)

consecutive calendar years, the payment shall be made in the later of such calendar years.

(b)No compensation or benefit that is subject to the requirements of

Section 409A of the Code and that is payable upon Employee’s termination of

employment shall be paid unless Employee’s termination of employment constitutes a

“separation from service” within the meaning of Treasury Regulation Section

1.409A-1(h), and references in this Agreement to “termination,” “termination of

employment” or like terms shall mean a “separation from service.”

(c)If Employee is deemed at the time of his separation from service to be a

“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent

delayed commencement of any portion of the compensation or benefits to which

Employee is entitled under this Agreement is required in order to avoid a prohibited

distribution under Section 409A(a)(2)(B)(i) of the Code (any such delayed

commencement, a “Payment Delay”), such compensation or benefits shall be provided to

Employee on the earlier to occur of (1) the date that is six (6) months and one day from

the date of Employee’s “separation from service” with Employer or (2) Employee’s

death.  Upon the earlier of such dates, all payments and benefits deferred pursuant to the

Payment Delay shall be paid in a lump sum to Employee, and any remaining

compensation and benefits due under the Agreement shall be paid or provided as

otherwise set forth herein.  The determination of whether Employee is a “specified

employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his

separation from service shall be made by Employer in accordance with the terms of

Section 409A of the Code.

(d)Each separately identified amount to which Employee is entitled to

payment and each installment payment payable hereunder shall be deemed to be a

separate payment for purposes of Section 409A of the Code.

(e)With regard to any provision herein that provides for reimbursement of

costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code,

(i) the right to payment or reimbursement or in-kind benefits shall not be subject to

liquidation or exchange for any other benefit, (ii) the amount of expenses eligible for

reimbursement, or in-kind benefits provided, during any taxable year of Employee shall

not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in

any other taxable year, provided that the foregoing clause (ii) shall not be violated by any

lifetime and other annual limits provided under Employer’s health plans, and (iii) such

17

payments shall be made on or before the last day of Employee’s taxable year following

the taxable year in which the expense was incurred.

(f)The payment of any compensation or benefit that is subject to the

requirements of Section 409A of the Code may not be accelerated except to the extent

permitted by Section 409A of the Code.

(g)The payment of any tax gross-up payment will be made by the end of

Employee’s taxable year next following Employee’s taxable year in which he remits the

related taxes.  Reimbursement of expenses incurred by Employee due to a tax audit or

litigation addressing the existence or amount of a tax liability will be made by the end of

Employee’s taxable year following Employee’s taxable year in which the taxes that are

the subject of the audit or litigation are remitted to the taxing authority, or where as a

result of such audit or litigation no taxes are remitted, the end of Employee’s taxable year

following Employee’s taxable year in which the audit is completed or there is a final and

nonappealable settlement or other resolution of the litigation.

20.Additional Limitation.  In the event that a Change in Control (as defined in the

LTIP) shall occur, and a final determination is made by legislation, regulation, or ruling directed

to Employee or Employer by court decision or by independent tax counsel that the aggregate

amount of any payments made to Employee (1) under this Agreement, and (2) pursuant to any

Benefit Plan, Insurance Plan or plan, program or policy of Employer in connection with, on

account of, or as a result of, such Change in Control (“Total Payments”) will be subject to an

excise tax under the provisions of Section 4999 of the Code, or any successor section thereof

(“Excise Tax”), the Total Payments shall be reduced so that the maximum amount of the Total

Payments (after reduction) shall be one dollar ($1.00) less than the amount that would cause the

Total Payments to be subject to the Excise Tax; provided, however, that the Total Payments shall

only be reduced to the extent that the after-tax value of amounts received by Employee after

application of the above reduction would exceed the after-tax value of the amounts received

without application of such reduction. For this purpose, the after-tax value of an amount shall be

determined taking into account all federal, state, and local income, employment, and excise taxes

applicable to such amount. In making any determination as to whether the Total Payments would

be subject to an Excise Tax, consideration shall be given to whether any portion of the Total

Payments could reasonably be considered, based on the relevant facts and circumstances, to be

reasonable compensation for services rendered (whether before or after the consummation of the

applicable Change in Control). To the extent Total Payments must be reduced pursuant to this

Section, Employer will reduce the Total Payments to achieve the best economic benefit to

Employee, and to the extent economically equivalent, on a pro-rata basis.

21.Successors. This Agreement shall be binding upon, and inure to the benefit of, the

parties hereto and their respective heirs, representatives and successors.

22.Notices. Notices required under this Agreement shall be in writing and sent by

personal delivery, or by registered U.S. mail, return receipt requested, to the following addresses,

or to such other address as the party being notified may have previously furnished to the other by

written notice:

18

If to Board, Cboe or Employer:

Cboe Global Markets, Inc.

433 West Van Buren Street

Chicago, Illinois 60607

Attention: Non-Executive Chairman or Lead Director, as applicable, of the

Board and Chief Human Resources Officer

If to Employee:

At the most recent address on file with Cboe

With a copy, which shall not constitute notice, to:

McDonald Hopkins LLC

300 North LaSalle Street, Suite 1400

Chicago, Illinois 60654

Attention: Benjamin D. Panter

23.Clawback.  Notwithstanding anything in this Agreement to the contrary, all

incentive compensation paid to Employee pursuant to this Agreement or otherwise in connection

with Employee’s employment with Cboe shall be subject to any clawback policies adopted by

Cboe applicable to compensation, as may be in effect from time to time, and applicable law, as

may be in effect from time to time, including, without limitation, the provisions of any Employer

policy to the extent required by Section 10D of the Securities Exchange Act of 1934 and any

applicable rules or regulations issued by the Securities and Exchange Commission or any

national securities exchange or national securities association on which Cboe stock may be

traded.

24.Headings.  The headings contained herein are for reference purposes only and

shall not in any way affect the meaning or interpretation of any provision of this Agreement.

[Signature Page Follows]

19

IN WITNESS WHEREOF, Employee has hereunto set his hand, and Cboe has caused

these presents to be executed in its name on its behalf, all as of May 1, 2025 and to be effective

as of the Effective Date.

/s/ C. S. Donohue
Craig S. Donohue
Cboe Global Markets, Inc.
/s/ William M. Farrow III
By: William M. Farrow III Title: Chairman

20

Exhibit A

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 Craig S. Donohue (“Executive”).

1.In consideration of Cboe’s payment to Executive of the severance pay and

benefits described in the Employment Agreement by and between Cboe and Executive (the

“Employment Agreement”), to which Executive is not otherwise entitled and the sufficiency of

which Executive acknowledges, Executive does hereby fully, finally and unconditionally release and

forever discharge Cboe, Cboe’s subsidiaries and affiliates, and the former, current and future

officers, directors, employees, members, shareholders, representatives and agents and all of their

respective predecessors, successors, and assigns of Cboe and Cboe’s subsidiaries and affiliates

(collectively “Released Parties”), in their personal, corporate and representative capacities, from any

and all rights, claims, liabilities, obligations, damages, costs, expenses, attorneys’ fees, suits, actions,

and demands, of any and every kind, nature and character, known or unknown, liquidated or

unliquidated, absolute or contingent, in law and in equity, enforceable or arising under any local,

state or federal common law, statute or ordinance relating to Executive’s past employment with Cboe

or any past actions, statements, or omissions of Cboe or any of the Released Parties occurring prior

to Executive’s execution of this Release, including but not limited to all claims for defamation,

wrongful termination, back pay and benefits, pain and suffering, negligent or intentional infliction of

emotional distress, breach of contract, and interference with contractual relations, tort claims,

employment discrimination claims, and all claims arising under the Age Discrimination in

Employment Act of 1967, as amended (“ADEA”), Title VII of the Civil Rights Act of 1964, as

amended, the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. §

1981), the Family and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the

Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Illinois Human

Rights Act, the Workers Adjustment and Retraining Act, and the Chicago and Cook County Human

Rights Ordinances, and any other statutory, contract, implied contract, or common law claim arising

out of or involving Executive’s employment, the termination of Executive’s employment, or any

continuing effects of Executive’s employment with Cboe.

2.Notwithstanding anything to the contrary herein, this general release does not

apply to, waive or affect any rights or claim relating to (i) directors’ and officers’ liability

insurance coverage or any right of indemnification under Cboe’s or its subsidiaries or affiliates’

organizational documents, applicable law or otherwise (which shall expressly survive and

continue following Executive’s termination of employment), (ii) any right to the severance pay

and benefits described in the Employment Agreement to which Executive is entitled by virtue of

executing this Release, and (iii) any rights Executive may have as a member or holder of equity

or other securities of Cboe.

3.Executive agrees not to sue Cboe or any of the Released Parties with respect to

rights and claims covered by this Release. If any government agency or court assumes

21

jurisdiction of any charge, complaint, or cause of action covered by this Release, Executive will

not seek and will not accept any personal equitable or monetary relief in connection with such

investigation, action, suit, or legal proceeding.

4.Executive acknowledges and understands that nothing in this Release shall be

construed to prevent or impede Executive from freely communicating with, filing a charge with,

or fully participating in any investigation or proceeding conducted by any federal, state, or local

government agency or authority (including, but not limited to, the Equal Employment

Opportunity Commission, the Securities and Exchange Commission (“SEC”), the National Labor

Relations Board, the Financial Industry Regulatory Authority, or other self-regulatory agency),

without notice to or prior authorization from Cboe.  Executive understands and agrees, however,

that Executive is waiving any and all rights to recover any compensation, damages, or any other

form of relief in connection with any charge, complaint, lawsuit, or proceeding brought against

Cboe or the Released Parties, regardless of who filed or initiated such charge, complaint, lawsuit,

or proceeding, except that Executive may apply for and accept an award from the SEC with

respect to any information provided by Executive to the SEC. Executive acknowledges and

agrees that this Release is not in settlement of a claim of sexual discrimination or harassment.

5.Executive has twenty-one (21) days (until______________, 20___) within

which to consider this Release, although Executive may accept it at any time within those

twenty-one (21) days. Once Executive has signed this Release, Executive will still have seven (7)

days in which to revoke his acceptance of the ADEA portion of the Release by notifying Cboe,

and specifically, its Chief Human Resources Officer. The ADEA portion of the Release will not

be effective or enforceable until the seven (7) day revocation period has expired. If the ADEA

portion of the Release is revoked, the remainder of this Release shall remain in full force and

effect as to all of its terms, except for the release of claims under the ADEA, and Cboe will have

three (3) business days to rescind the entire Release by so notifying Executive.

6.Executive agrees that he will continue to be governed by those obligations arising

under Sections 6, 7 and 8 of the Employment Agreement, which are incorporated by reference

herein, shall not be released, shall be unaffected hereby, and shall remain in full force and effect.

7.Cboe hereby represents that it is not aware (based upon reasonable investigation)

of any claims or causes of action against Executive or any facts or circumstances that could give

rise to Executive’s termination of employment for “cause” (as defined under Section 5(a) of the

Employment Agreement).

8.This Release shall be binding upon and inure to the benefit of Cboe and its

successors and assigns and Executive and his heirs, executors and administrators.

9.This Release shall be construed and interpreted under the laws of the State of

Illinois to the extent not preempted by applicable laws of the United States.

[Signature Page Follows]

22

Dated:

Craig S. Donohue

CBOE GLOBAL MARKETS, INC.

By: _________________________________

Its: _________________________________

Dated:_______________________________