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Exhibit 10.3

CBOE GLOBAL MARKETS, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this “Agreement”) is dated effective

_______________________ (the “Award Date”), and is between Cboe Global Markets, Inc. (the

“Corporation”) and Craig S. Donohue (“Participant”).  Any term capitalized but not defined in

this Agreement will have the meaning set forth in the Second Amended and Restated Cboe

Global Markets, Inc. (formerly CBOE Holdings, Inc.) Long-Term Incentive Plan (as may be

amended from time to time, the “Plan”).

1.Award.  The Corporation hereby awards to Participant __________ Restricted Stock

Units (the “Restricted Stock Units”).  The Restricted Stock Units will be subject to the

terms and conditions of the Plan and this Agreement.  Each Restricted Stock Unit is a

notional amount that represents one unvested share of Stock and entitles Participant,

subject to the terms of this Agreement, to receive a share of Stock if and when the

Restricted Stock Unit vests. 

2.No Rights as Stockholder; Dividend Equivalents.  Participant shall have no voting rights

with respect to shares of Stock represented by Restricted Stock Units until the date of the

issuance of the shares of Stock (as evidenced by the appropriate entry on the books of the

Corporation or of a duly authorized transfer agent of the Corporation).  Notwithstanding

the foregoing, in the event that the Corporation declares a cash dividend on shares of

Stock, on the payment date of the dividend, Participant will be credited with Dividend

Equivalent Rights equal to the amount of the cash dividend per share multiplied by the

number of Restricted Stock Units held by Participant on the dividend’s record date.  The

Dividend Equivalent Rights credited to Participant under the preceding sentence will be

distributed to Participant at the same time as the underlying cash dividend is distributed

to shareholders of the Corporation.

3.Vesting; Effect of Termination of Service; Change in Control. 

(a)Subject to Sections 3(b), 3(c) and 3(d) below, Participant’s Restricted

Stock Units will vest (i) thirty-three percent (33%) on February 19, 2026, provided that

Participant has remained in Service continuously through such date, (ii) thirty-three

percent (33%) on February 19, 2027, provided that Participant has remained in Service

continuously through such date, and (iii) thirty-four percent (34%) on February 19, 2028,

provided that Participant has remained in Service continuously through such date.

(b)The Restricted Stock Units will vest in full upon the earlier to occur of (i)

Participant’s death or (ii) Participant’s becoming Disabled, provided that such condition

qualifies as a “disability” as defined under Section 409A, in each case, if prior to any

forfeiture event under Section 3(d) below.

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In the event of Participant’s Retirement (as defined below) and satisfaction of the terms

thereof, the Restricted Stock Units shall remain outstanding upon Participant’s

Retirement and be distributed as if Participant remained in Service continuously through

each vesting date pursuant to Section 3(a), in accordance with the terms of this

Agreement. For purposes of this Agreement, “Retirement” means a determination by the

Corporation or its Affiliate in their sole discretion, that Participant: (i)  has completed a

minimum of five (5) full years of continuous and unbroken Service as of their Retirement

date, (ii) has attained the age of fifty-five (55) as of their Retirement  date, (iii) has

provided the Corporation’s Board with at least twelve (12) months’ advance written

revocable notice of their Retirement date (unless the notice period is waived by the

Corporation or their Affiliate in its sole discretion), (iv) has their Retirement date and

transition plan approved and not revoked by the Corporation’s Board through their

Retirement date, (v) remains in Service continuously and in good standing until their

Retirement date, (vi) has successfully transitioned responsibilities, as determined at the

sole discretion of the Corporation’s Board, and (vii) has a separation from Service.

(c)This subsection 3(c) shall apply to this Agreement, this Award and any

Replacement Award provided to Participant to replace this Award in lieu of Section

8.2(b) of the Plan.  Upon a termination of Participant’s Service by the Corporation or its

Affiliate without Cause or by Participant for “Good Reason” (as defined below), in each

case, upon or within two years after a Change in Control and prior to any forfeiture

event under Section 3(d) below, this Award or any Replacement Award held by

Participant shall become fully vested and free of restrictions and shall be distributed

upon or within 60 days of such termination of Service. Notwithstanding the foregoing, if

this Award or the Replacement Award, as applicable, is considered deferred

compensation subject to Section 409A, payment shall be made pursuant to the Award’s

original schedule if necessary to comply with Section 409A.

For purposes of this Award “Good Reason” shall be deemed to exist if, and only

if, without Participant’s express written consent:

(i)  The Corporation or its Affiliate assigns to Participant authorities, duties or

responsibilities (including titles) that are inconsistent in any material and adverse respect

with Participant’s immediately preceding authorities, duties or responsibilities with the

Corporation or its Affiliate (including any material and adverse diminution of such

immediately preceding authorities, duties or responsibilities);

(ii)  The Corporation or its Affiliate materially reduces Participant’s base

compensation;

(iii)  The Corporation or its Affiliate requires Participant to relocate his or her

principal business office or principal place of residence outside the metropolitan area in

which Participant worked or resided at the time the Restricted Stock Units were awarded

(or outside the immediately preceding location of Participant’s principal business office

with the Corporation or its Affiliate), or assigns to Participant duties that would

reasonably require such relocation;   

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(iv)  The Corporation or its Affiliate materially breaches the terms of any

agreement pursuant to which services are provided to the Corporation or its Affiliate by

Participant; or

(v)    The Corporation or its Affiliate terminates, reduces or limits Participant’s

participation in any bonus or incentive compensation arrangement relative to the level of

participation of other employees of similar rank for a reason that is not reasonably

related to Participant’s level of job performance or local requirements and provided that

such action results in a material reduction in the aggregate value of Participant’s

incentive compensation below the aggregate value as of the immediately preceding

bonus or incentive compensation performance period and provided further that a mere

change in the form of payment of the award (whether cash or shares of Stock) without a

reduction in the aggregate grant value of the award shall not be considered a reduction of

Participant’s participation.

Participant’s voluntary termination of Service shall not be considered a

termination of Service for Good Reason unless Participant terminates his or her Service 

within 120 days after the initial existence of the condition constituting Good Reason;

provided, Participant provides written notice to the Corporation or its Affiliate of

Participant’s intention to resign for Good Reason, which notice specifies in reasonable

detail the breach or action giving rise thereto within 90 days of its initial existence, and

the Corporation or its Affiliate does not cure such breach or action within 30 days after

the date of Participant’s notice.

(d)If Participant’s Service is terminated for any reason before all of

Participant’s Restricted Stock Units have vested under this Agreement (including before

the Restricted Stock Units qualify for vesting pursuant to an event described in Section

3(b) or 3(c) above), Participant’s unvested Restricted Stock Units will be forfeited upon

the effective date of such termination of Service.    Notwithstanding anything herein to

the contrary, any outstanding Restricted Stock Units not previously settled shall be

cancelled and forfeited immediately if, in the sole opinion and discretion of the

Committee or its delegate, Participant engages in any activity that constitutes Cause,

whether or not Participant experiences a separation from Service, is no longer in Service,

or remains in Service. Neither the Corporation nor any Affiliate will have any further

obligations to Participant under this Agreement if Participant’s Restricted Stock Units are

forfeited pursuant to this Section 3(d).

4.Terms and Conditions of Distribution. 

(a)Distribution of a share of Stock that corresponds to a vested Restricted

Stock Unit shall be made to Participant as soon as practicable after the Restricted Stock

Unit vests, but in any case by December 31st of the calendar year in which the applicable

vesting date or event occurs, subject to such additional time as may be permitted under

Section 409A in the event of Participant’s death. Notwithstanding the foregoing, if this

Award or any Replacement Award, as applicable, does not constitute deferred

compensation subject to Section 409A, then the distribution of a share of Stock that

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corresponds to a vested Restricted Stock Unit will be made to Participant no later than

two and a half (2½) months after the end of the calendar year in which such vesting

occurs, subject to such additional time as may be permitted under Section 409A in the

event of Participant’s death. 

(b)Reserved.

(c)If Participant dies before the date on which the Corporation would have

distributed shares of Stock in satisfaction of vested Restricted Stock Units, the

Corporation will distribute such shares of Stock to Participant’s designated

beneficiary(ies) or, if none are designated or surviving, to Participant’s estate or personal

representative.  The Corporation is not required to issue or deliver any shares of Stock

before completing the steps necessary to comply with applicable Federal and state

securities laws (including any registration requirements) and applicable stock exchange

rules and practices.  The Corporation will use commercially reasonable efforts to cause

compliance with those laws, rules and practices.  The foregoing provisions are subject in

all cases to the requirements of Section 409A. 

5.Nontransferability.  Unvested Restricted Stock Units may not be sold, transferred,

exchanged, pledged, assigned, garnished, or otherwise alienated or hypothecated, other

than by will or by the laws of descent and distribution.  Any effort to assign or transfer

the rights under this Agreement will be wholly ineffective, and will be grounds for

termination by the Committee of all rights of Participant under this Agreement.

6.Administration.  The Committee administers the Plan.  Participant’s rights under this

Agreement are expressly subject to the terms and conditions of the Plan and to any

guidelines the Committee adopts from time to time.  The interpretation and construction

by the Committee of the Plan and this Agreement, and such rules and regulations as may

be adopted by the Committee for purposes of administering the Plan and this Agreement,

will be final and binding upon Participant. 

7.Securities Law Requirements.  If at any time the Board or Committee determines that

issuing Stock pursuant to this Agreement would violate applicable securities laws, the

Corporation will not be required to issue such Stock.  The Board or Committee may

declare any provision of this Agreement or action of its own null and void, if it

determines the provision or action fails to comply with applicable securities laws.  The

Corporation may require Participant to make written representations it deems necessary

or desirable to comply with applicable securities laws.

8.Payment of Withholding Taxes.  Participant acknowledges that, regardless of any action

taken by the Corporation or, if different, the Affiliate of the Corporation that employs

Participant (the “Employer”), the ultimate liability for all income tax, social

contributions, payroll tax, fringe benefits tax, payment on account or other tax-related

items related to Participant’s participation in the Plan and legally applicable to Participant

or deemed by the Corporation or the Employer in their sole discretion to be an

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appropriate charge to Participant even if legally applicable to the Corporation or the

Employer (“Tax-Related Items”), is and remains Participant’s responsibility and may

exceed the amount actually withheld by the Corporation or the Employer, if any.

Participant further acknowledges that the Corporation and/or the Employer (a) make no

representations or undertakings regarding the treatment of any Tax-Related Items in

connection with any aspect of the Restricted Stock Units, including, but not limited to,

the grant, vesting or settlement of the Restricted Stock Units, or the subsequent sale of

shares of Stock acquired pursuant to such settlement; and (b) do not commit to and is

under no obligation to structure the terms of the grant or any aspect of the Restricted

Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve

any particular tax result. Further, if Participant is subject to Tax-Related Items in more

than one jurisdiction between the Award Date and the date of any relevant taxable or tax

withholding event, as applicable, Participant acknowledges that the Corporation and/or

the Employer (or former employer, as applicable) may be required to withhold or account

for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to

make adequate arrangements satisfactory to the Corporation and/or the Employer to

satisfy all Tax-Related Items. In this regard, Participant authorizes the Corporation, or its

respective agents, at their discretion, to satisfy the obligations with regard to all Tax-

Related Items by one or a combination of the following: (i) withholding from

Participant’s wages or other cash compensation paid to Participant by the Corporation

and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon

settlement of the Restricted Stock Units or other awards granted to Participant or (iii)

permitting Participant to tender to the Corporation or the Employer cash or, if allowed by

the Committee, shares of Stock to the Corporation.

Notwithstanding the foregoing, if Participant is subject to Section 16 of the Exchange

Act, pursuant to Rule 16a-2 promulgated thereunder, any tax withholding obligations

shall be satisfied by having the Corporation withhold from the shares of Stock to be

delivered upon settlement of the Restricted Stock Units.

Depending on the withholding method, the Corporation may withhold or account for

Tax-Related Items by considering applicable statutory withholding rates (as determined

by the Corporation in good faith and in its sole discretion) or other applicable

withholding rates, including maximum applicable rates, in which case Participant will

receive a refund of any over-withheld amount in cash and will have no entitlement to the

share equivalent. If the obligation for Tax-Related Items is satisfied by withholding from

the shares of Stock to be delivered upon settlement of the Restricted Stock Units, for tax

purposes, Participant is deemed to have been issued the full number of shares of Stock

subject to the Restricted Stock Units, notwithstanding that a number of shares of Stock

are held back solely for the purpose of paying the Tax-Related Items. Participant will

have no further rights with respect to any shares of Stock that are retained by the

Corporation pursuant to this provision.

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Participant agrees to pay to the Corporation or the Employer any amount of Tax-Related

Items that the Corporation or the Employer may be required to withhold or account for as

a result of Participant’s participation in the Plan that cannot be satisfied by the means

previously described. The Corporation may refuse to issue or deliver shares of Stock or

proceeds from the sale of shares of Stock until arrangements satisfactory to the

Corporation have been made in connection with the Tax-Related Items.

9.Restrictive Covenants.  Participant understands the global nature of the Corporation’s

businesses and the effort the Corporation and its Affiliates (collectively referred to in this

Section as “Cboe”) undertake to develop and protect their business and their competitive

advantage.  Accordingly, Participant agrees that the scope and duration of the restrictions

described in this Agreement are reasonable and necessary to protect the legitimate

business interests of Cboe.  Participant further agrees that during the period of

Participant’s Service and for a period of two (2) years following Participant’s separation

from Service, Participant shall not, without the express written approval of the Chief

Executive Officer:

(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 Participant’s Service with Cboe, 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 or her 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

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

additional business line developed or entered into by Cboe during Participant’s Service,

provided that, in the case of clauses (i), (ii) and (iii), such entity or business line that

directly competes with Cboe;

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

assistance provided by Participant to Cboe, (ii) relates to any technology, account,

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

and (iii) contributes to causing an entity to come within the definition described in

Section 9(a) above;

(c)solicit or accept if offered to Participant, with or without solicitation, on

his or her own behalf or on behalf of any other person, the services of any person who is

a then-current employee of Cboe (or was an employee of Cboe during the year preceding

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

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

terminate employment or an engagement with Cboe, nor agree to hire any then-current

employee (or an individual who was an employee of Cboe during the year preceding such

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hire) of Cboe into employment with Participant or any company, individual or other

entity; or

(d)directly or indirectly divert or attempt to divert from Cboe any business in

which Cboe has been actively engaged during Participant’s Service, nor interfere with the

relationships of Cboe or with their sources of business.

10.Confidentiality.  Participant acknowledges that the Corporation or an Affiliate may

disclose secret or confidential information to Participant during the period of Participant’s

Service to enable Participant to perform his or her duties.  Participant agrees that, subject

to the following sentence, Participant shall not during his or her Service (except in

connection with the proper performance of his or her duties) and thereafter, without the

prior written consent of the Corporation, disclose to any person or entity any material or

significant secret or confidential information concerning the business of the Corporation

or an Affiliate that was obtained by Participant in the course of Participant’s Service. 

This paragraph shall not be applicable if and to the extent Participant 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 Participant by any law, regulation

or order of any court or regulatory commission, department or agency.  Participant further

agrees that if Participant’s Service is terminated for any reason, Participant will not take,

but will leave with the Corporation or an Affiliate, all records and papers and all matter of

whatever nature that bears secret or confidential information of the Corporation or an

Affiliate.  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,

the Corporation’s and any Affiliate’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 the Corporation or an

Affiliate, 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 that such term shall not include knowledge, skills, and

information that is common to the trade or profession of Participant.

Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement

prohibits Participant from confidentially or otherwise communicating or filing a charge or

complaint with a governmental or regulatory entity, participating in a governmental or

regulatory entity investigation, or giving truthful testimony or making other disclosures to

a governmental or regulatory entity (in each case, without having to disclose any such

conduct to the Corporation or an Affiliate), or from responding if properly subpoenaed or

otherwise required to do so under applicable law.  In addition, nothing in this Agreement

limits Participant’s right to receive an award from a governmental or regulatory entity for

information provided to such an entity (and not as compensation for actual or alleged

personal injury or damages to Participant).

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Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. 1833(b)), Participant 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.  Participant 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 Participant files a lawsuit or other action alleging retaliation

by the Corporation or an Affiliate for reporting a suspected violation of law, Participant

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

proceeding or other action, if Participant 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.

11.Judicial Modification.  If the final judgment of a court of competent jurisdiction declares

that any term or provision of Section 9 or 10 is invalid or unenforceable, the parties agree

that (a) the court making the determination of invalidity or unenforceability shall have the

power to reduce the scope, duration, or geographic area of the term or provision, to delete

specific words or phrases, or to replace any invalid or unenforceable term or provision

with a term or provision that is valid and enforceable and that comes closest to expressing

the intention of the invalid or unenforceable term or provision, (b) the parties shall

request that the court exercise that power, and (c) this Agreement shall be enforceable as

so modified after the expiration of the time within which the judgment or decision may be

appealed.

12.Remedies.  Participant agrees that in the event of a breach or threatened breach of any of

the covenants contained in Sections 9 or 10 of this Agreement, in addition to any other

penalties or restrictions that may apply under any employment agreement, state law, or

otherwise, Participant shall forfeit, upon written notice to such effect from the

Corporation, any and all Awards granted to him or her under the Plan and this

Agreement, including vested Awards.  The forfeiture provisions of this Section 12 shall

continue to apply, in accordance with their terms, after the provisions of any employment

or other agreement between the Corporation and Participant have lapsed.  Participant

consents and agrees that if Participant violates or threatens to violate any provisions of

Sections 9 or 10 of this Agreement, the Corporation 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 Participant

from committing or continuing any violation of Sections 9 or 10.  In the event that

Participant is found to have breached any provision set forth in Section 9 of this

Agreement, the time period provided for in that provision shall be deemed tolled (i.e., it

will not begin to run) for as long as Participant was in violation of that provision. The

provisions of Sections 9 and 10 of this Agreement shall continue to apply, in accordance

with their terms, after Participant's service has terminated and after provisions of any

employment or other agreement between the Corporation and Participant have lapsed.

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13.Representations and Warranties.  Participant represents and warrants to the Corporation

that Participant has received a copy of the Plan and this Agreement, has read and

understands the terms of the Plan and this Agreement, and agrees to be bound by their

terms and conditions in all respects.

14.No Limitation on the Corporation’s Rights.  The granting of Restricted Stock Units under

this Agreement shall not and will not in any way affect the Corporation’s right or power

to make adjustments, reclassifications or changes in its capital or business structure or to

merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of

its business or assets.

15.Plan and Agreement Not a Contract of Employment or Service.  Neither the Plan nor this

Agreement is a contract of employment or Service, and no terms of Participant’s

employment or Service will be affected in any way by the Plan, this Agreement or related

instruments, except to the extent specifically expressed therein.  Neither the Plan nor this

Agreement will be construed as conferring any legal rights on Participant to continue to

be employed or remain in Service, nor will it interfere with the Corporation’s or any

Affiliate’s right to discharge Participant or to deal with Participant regardless of the

existence of the Plan or this Agreement.

16.Entire Agreement and Amendment.  This Agreement and the Plan constitute the entire

agreement between the parties hereto with respect to the Restricted Stock Units, and all

prior oral and written representations are merged in this Agreement and the Plan. 

Notwithstanding the preceding sentence, this Agreement shall not in any way affect the

terms and provisions of the Plan.  This Agreement may be amended, modified, or

terminated only in accordance with the Plan.  The headings in this Agreement are inserted

for convenience and identification only and are not intended to describe, interpret, define

or limit the scope, extent, or intent of this Agreement or any provision hereof.

17.Notice. Any notice or other communication required or permitted under this Agreement

must be in writing and must be delivered personally, sent by certified, registered or

express mail, sent by overnight courier (at the sender’s expense), or (if from the

Corporation or the Corporation’s stock plan administrator) by electronic mail.  Notice

will be deemed given (a) when delivered personally, (b) if mailed, three days after the

date of deposit in the U.S. mail, (c) if sent by overnight courier, on the regular business

day following the date sent, or (d) when electronically mailed.  Notice to the Corporation

should be sent to Cboe Global Markets, Inc., 433 West Van Buren Street, Chicago,

Illinois 60607, Attention: General Counsel.  Notice to Participant should be sent to the

mailing address and/or electronic mailing address set forth on the Corporation’s records. 

Either party may change the address to which the other party must give notice under this

Section 17 by giving the other party written notice of such change, in accordance with the

procedures described above or otherwise established by the Corporation or its stock plan

administrator.

18.Successors and Assigns.  The terms of this Agreement will be binding upon the

Corporation and its successors and assigns.

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19.Governing Law.  To the extent not preempted by Federal law, the Plan, this Agreement,

and documents evidencing rights relating to the Plan or this Agreement will be construed,

administered and governed in all respects under and by the laws of the State of Delaware,

without giving effect to its conflict of laws principles.  If any provision of this Agreement

will be held by a court of competent jurisdiction to be invalid or unenforceable, the

remaining provisions hereof will continue to be fully effective.  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).

20.Plan Document Controls.  The rights granted under this Agreement are in all respects

subject to the provisions set forth in the Plan to the same extent and with the same effect

as if set forth fully in this Agreement.  If the terms of this Agreement conflict with the

terms of the Plan document, the Plan document will control.

21.Counterparts.  This Agreement may be executed simultaneously in two or more

counterparts, each of which shall be deemed an original and all of which together shall

constitute but one and the same instrument.

22.Waiver; Cumulative Rights.  The failure or delay of either party to require performance by

the other party of any provision of this Agreement will not affect its right to require

performance of such provision unless and until such performance has been waived in

writing.  Each right under this Agreement is cumulative and may be exercised in part or in

whole from time to time.

23.Tax Consequences.Participant agrees to determine and be responsible for all tax

consequences to Participant with respect to the Restricted Stock Units.

24.Section 409A. The Restricted Stock Units granted hereunder are intended to comply with,

or otherwise be exempt from, Section 409A, including the exceptions and exemptions for

short term deferrals, stock rights, and separation pay arrangements. This Agreement and

all Restricted Stock Units shall be administered, interpreted, and construed in a manner

consistent with Section 409A. Should any provision of this Agreement, or any other

agreement or arrangement contemplated by this Agreement, be found not to comply with,

or otherwise be exempt from, the provisions of Section 409A, such provision shall be

modified and given effect (retroactively if necessary), in the sole discretion of the

Corporation, and without the consent of Participant, in such manner as the Corporation

determines to be necessary or appropriate to comply with, or to effectuate an exemption

from, Section 409A. Notwithstanding the forgoing, no provision of this Agreement, or

any other agreement or arrangement contemplated by this Agreement shall be construed

as a guarantee by the Corporation of any particular tax effect to Participant.  Each

payment made under this Agreement shall be designated as a separate payment within the

meaning of Section 409A.  Any payment that is subject to Section 409A and payable

upon Participant’s termination of employment or other similar event shall not be made

unless Participant has experienced a “separation from service” as defined under Section

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409A.  Except as provided in Section 4(c), any payment subject to Section 409A that is to

be made upon a “separation from service” to Participant on any date when he or she is a

“specified employee” as defined under Section 409A shall not be paid before the date that

is six (6) months following Participant’s “separation from service” or, if earlier,

Participant’s death. 

25.Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, the

Restricted Stock Units, Dividend Equivalent Rights and any shares of Stock issued

pursuant to the Restricted Stock Units and any proceeds therefrom shall be subject to and

remain subject to any compensation recovery policies of the Corporation, including (i)

the Corporation’s Executive Officer Incentive Compensation Clawback Policy (as

amended from time to time, or any successor policy), (ii) the Corporation’s Supplemental

Discretionary Clawback Policy (as amended from time to time, or any successor policy),

(iii) any recoupment, clawback or similar requirements made applicable by law,

regulation or listing standards to the Corporation from time to time (to the extent

contemplated by such requirements), or (iv) as may be adopted by the Corporation to help

facilitate the Corporation’s objectives, including, without limitation, related to

eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an

employee or similar considerations and, in each case, as may be amended from time to

time (the “Policies”), with the provisions contained in such Policies deemed incorporated

into this Agreement without Participant’s additional or separate consent. For purposes of

the foregoing, Participant expressly and explicitly authorizes the Corporation to cancel

any unpaid portion of the Restricted Stock Units (whether vested or unvested) and to

issue instructions, on Participant’s behalf, to any brokerage firm and/or third-party

administrator engaged by the Corporation to hold any shares of Stock and other amounts

acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return

such shares of Stock and/or other amounts to the Corporation upon the Corporation’s

enforcement of the Policies. Participant acknowledges and agrees that the Corporation’s

rights hereunder shall not be affected in any way by any subsequent change in status,

including retirement or termination of employment (including due to death or Disability).

Participant expressly agrees to indemnify and hold the Corporation and its Affiliates

harmless from any loss, cost, damage, or expense (including attorneys’ fees) that the

Corporation or any Affiliate may incur as a result of Participant’s actions or in the

Corporation and any Affiliate’s efforts to recover such previously made payments or

value pursuant to this provision. No recovery of compensation as described herein will be

an event giving rise to a right to resign for “Good Reason” or “constructive

termination” (or similar term) under any plan of, or agreement with, the Corporation, the

Employer and/or Participant.

26.Addendum to Agreement.  Notwithstanding any provision of this Agreement to the

contrary, if Participant resides or is employed outside the U.S. or transfers residence or

employment outside the U.S., the Restricted Stock Units shall be subject to such special

terms and conditions as are set forth in the addendum to this agreement (the

“Addendum”).  Further, if Participant transfers residency and/or employment to another

country, any special terms and conditions for such country will apply to the Restricted

12

Stock Units to the extent the Corporation determines, in its sole discretion, that the

application of such terms and conditions is necessary or advisable in order to comply

with local law or to facilitate the operation and administration of the Restricted Stock

Units and the Plan (or the Corporation may establish alternative terms and conditions as

may be necessary or advisable to accommodate Participant’s transfer).  In all

circumstances, the Addendum shall constitute part of this Agreement.

13

IN WITNESS WHEREOF, the Corporation and Participant have duly executed this

Agreement as of the date first written above.

Cboe Global Markets, Inc.

_________________________________	By:	_____________________________
Craig S. Donohue
_________________________________	Its:	_____________________________
Participant’s Signature

14

ADDENDUM

CBOE GLOBAL MARKETS, INC. LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Addendum to the Agreement includes additional terms and conditions that govern the

Restricted Stock Units if Participant resides and/or is employed outside of the United States or

transfers residence or employment outside the United States. Certain capitalized terms used but

not defined in this Addendum have the meanings set forth in the Agreement or the Plan.

1.Nature of Grant. In accepting the Restricted Stock Units, Participant acknowledges that:

(a)the Plan is established voluntarily by the Corporation, is discretionary in

nature and may be modified, amended, suspended or terminated by the Corporation at

any time, to the extent permitted by the Plan;

(b)the award of the Restricted Stock Units is exceptional, discretionary,

voluntary and occasional and does not create any contractual or other right to receive

future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even

if Restricted Stock Units have been granted in the past;

(c)all decisions with respect to future Restricted Stock Unit awards, if any,

will be at the sole discretion of the Corporation;

(d)Participant is voluntarily participating in the Plan;

(e)the Restricted Stock Units and any shares of Stock that may be received in

settlement of the Restricted Stock Units, and the income and value of same, (i) are an

extraordinary item that does not constitute compensation of any kind for services of any

kind rendered to the Corporation or the Employer, and which is outside the scope of

Participant’s employment contract, if any, (ii) are not intended to replace any pension

rights or compensation, and (iii) are not part of normal or expected compensation or

salary for any purpose, including, but not limited to, calculating any severance,

resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay,

bonuses, long-service awards, leave-related payments, pension or retirement or welfare

benefits or similar payments;

(f)the Restricted Stock Unit award will not be interpreted to form an

employment or non-employee director contract or relationship with the Corporation or

any Affiliate, nor does it amend any legal relationship or legal entitlement between

Participant and the Employer;

(g)this Agreement, the transactions contemplated hereunder and the vesting

schedule set forth herein do not constitute an express or implied promise of Participant’s

further employment for the vesting period, for any period, or at all, and will not interfere

15

with Participant’s right or the right of the Corporation or the Employer to terminate

Participant’s employment relationship at any time with or without cause;

(h)unless otherwise agreed with the Corporation, the Restricted Stock Units

and the shares of Stock underlying the Restricted Stock Units, and the income and value

of same, are not granted as consideration for, or in connection with, the service

Participant may provide as a director of an Affiliate;

(i)the future value of the underlying shares of Stock is unknown,

indeterminable and cannot be predicted with certainty;

(j)neither the Corporation, the Employer nor any Affiliate shall be liable for

any foreign exchange rate fluctuation between Participant’s local currency and the United

States Dollar that may affect the value of the Restricted Stock Units or of any amounts

due to Participant pursuant to the settlement of the Restricted Stock Units or the sale of

any shares of Stock Participant may acquire upon such settlement;

(k)in consideration of the grant of the Restricted Stock Units, no claim or

entitlement to compensation or damages shall arise from termination of the Restricted

Stock Units or diminution in value of the Restricted Stock Units or shares of Stock

acquired upon vesting of the Restricted Stock Units resulting from Participant’s

termination of Service (for any reason whatsoever and whether or not later found to be

invalid or in breach of employment laws in the jurisdiction where Participant is employed

or the terms of Participant’s employment agreement, if any) or from the application of

any clawback or recoupment policy adopted by the Corporation or imposed by applicable

law, and Participant irrevocably releases the Corporation and the Employer from any

such claim that may arise; and

(l)the Restricted Stock Units and the benefits evidenced by this Agreement

do not create any entitlement not otherwise specifically provided for in the Plan or

provided by the Corporation in its discretion, to have the Restricted Stock Units or any

such benefits transferred to, or assumed by, another company or to be exchanged, cashed

out or substituted for, in connection with any corporate transaction affecting the shares of

the Corporation.

2.Participants in the European Union.  If Participant resides and/or is employed in a

European Union (“EU”) member state, the following provision shall replace Section 3(b)

of the Agreement in its entirety and any other provisions regarding Retirement shall be

disregarded and of no effect:

(b)The Restricted Stock Units will vest in full upon the earlier

to occur of (i) Participant’s death or (ii) Participant’s becoming Disabled,

provided that such condition qualifies as a “disability” as defined under

Section 409A, in each case, if prior to any forfeiture event under Section

3(d) below.

16

3.Payment of Withholding Taxes.  Participant acknowledges and agrees that if Participant

is subject to tax and/or social contributions in more than one jurisdiction, the Corporation

or its Affiliate(s) may be required to withhold or account for taxes and/or social

contributions in more than one jurisdiction, in accordance with the methods of

withholding described in Section 8 of the Agreement.

4.Data Privacy.

(a)Data Collection and Usage. The Corporation and the Employer will

collect, process and use certain personal information about Participant,

specifically, Participant’s name, home address, email address and telephone

number, date of birth, social security or insurance number, passport number or

other identification number, salary, nationality, job title, any shares of Stock or

directorships held in the Corporation, details of all Restricted Stock Units or any

other entitlement to shares of Stock awarded, canceled, exercised, vested,

unvested or outstanding in Participant’s favor (“Data”), for the exclusive

purpose of implementing, administering and managing the Plan.

(b)Recipients of Data.

a.Stock Plan Administration Service Providers. The Corporation and the

Employer transfer Data to Fidelity Stock Plan Services, LLC (and/or its

affiliates, collectively “Fidelity”), the designated broker assisting in the

implementation, administration and management of the Plan. In the future,

the Corporation may select a different service provider and share Data with

such other provider serving in a similar manner.

b.Other Service Provider Data Recipients. The Corporation also may transfer

Data to other third party service providers, if necessary to ensure

compliance with applicable tax, exchange control, securities and labor law.

Such third party service providers may include the Corporation’s legal

counsel as well as its auditor, human resources consultant and payroll

vendor. Wherever possible, the Corporation will anonymize data, but

Participant understands that his or her Data may need to be transferred to

such providers to ensure compliance with applicable law and/or tax

requirements.

c.Securities or Other Regulatory Authorities. In addition to the recipients

identified herein and where required under applicable law, Data also may

be disclosed to certain securities or other regulatory authorities, including

where the Corporation’s securities are listed or traded or regulatory filings

are made. The legal basis, where required, for such disclosure is

compliance with applicable law.

(c)International Data Transfers. The Corporation, Fidelity and other service

providers described above are located in the United States. The United States

may have different data privacy laws and protections than Participant’s country

of residence (or country of employment, if different).

17

(d)Legal Basis for Collection, Processing and Transfer of Data.

a.Participants within the EU / European Economic Area (“EEA”),

Switzerland and the United Kingdom

i.The collection, processing and transfer of Data is necessary for the

legitimate purpose of the Corporation and Employer’s

administration of the Plan and Participant’s participation in the

Plan.

ii.When transferring Data to potential recipients outside the EU/

EEA, Switzerland and/or the United Kingdom, the Corporation and

the Employer strive to provide appropriate safeguards in accordance

with Standard Contractual Clauses or other legally binding and

permissible arrangements. For further information on the transfer of

Participant’s personal data outside of the EU/EEA, Switzerland and/

or the United Kingdom, Participant may contact his or her human

resources representative.

b.Participants outside the EU / EEA, Switzerland and the United Kingdom

i.Participant hereby explicitly and unambiguously consents to the

collection, processing and use, in electronic or other form, of

Participant’s Data by the Corporation and the transfer of Data to the

recipients mentioned above, including recipients located in

countries which do not adduce an adequate level of protection from

a non-U.S. data protection law perspective, for the purposes

described above. Upon transfer of Participant’s Data to Fidelity,

Participant may be asked to agree to separate terms and data

processing practices with Fidelity, with such agreement being a

condition of the ability to participate in the Plan.

ii.Participation in the Plan is voluntary and Participant

understands that Participant is providing the consent herein on a

purely voluntary basis. If Participant does not consent, or later seeks

to revoke his or her consent, Participant’s employment status or

Service and career with the Employer will not be adversely

affected. The only consequence of refusing or withdrawing consent

is that the Corporation would not be able to grant Restricted Stock

Units or other equity awards to Participant or administer or maintain

such awards. Therefore, Participant understands that refusing or

withdrawing his or her consent may affect Participant’s ability to

participate in the Plan. For more information on the consequences

of Participant’s refusal to consent or withdrawal of consent,

Participant understands that Participant may contact his or her

human resources representative.

(e)Data Retention. Participant understands that Data will be held only as long as is

necessary to implement, administer and manage his or her participation in the

18

Plan or comply with applicable laws. When the Corporation no longer needs the

Data, the Corporation will remove it from its systems.

(f) Data Subject Rights. Participant understands that Participant may have the right

under applicable law to (i) access or copy Data that the Corporation possesses,

(ii) rectify incorrect Data, (iii) delete Data, (iv) restrict processing of Data, (v)

opt out of the Plan, or (vi) lodge complaints with the competent supervisory

authorities in Participant’s jurisdiction. To receive clarification regarding these

rights or to exercise these rights, Participant understands that Participant can

contact his or her local human resources representative.

5.No Advice Regarding Grant. The Corporation is not providing any tax, legal or financial

advice, nor is the Corporation making any recommendations regarding Participant’s

participation in the Plan, or Participant’s acquisition or sale of the underlying shares of

Stock. Participant should consult with his or her own personal tax, legal and financial

advisors regarding Participant’s participation in the Plan before taking any action related

to the Plan.

6.Imposition of Other Requirements. The Corporation reserves the right to impose other

requirements on Participant’s participation in the Plan, on the Restricted Stock Units and

on any shares of Stock acquired under the Plan, to the extent the Corporation determines

it is necessary or advisable for legal or administrative reasons. Such requirements may

include (but are not limited to) requiring Participant to sign any agreements or

undertakings that may be necessary to accomplish the foregoing.

7.Insider Trading/Market Abuse Laws. By participating in the Plan, Participant agrees to

comply with the Corporation’s policy on insider trading (to the extent that it is applicable

to Participant). Participant further acknowledges that, depending on Participant’s or the

broker’s country of residence or where the shares of Stock are listed, Participant may be

subject to insider trading restrictions and/or market abuse laws, which may affect

Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Stock, rights

to shares of Stock (e.g., Restricted Stock Units) or rights linked to the value of shares of

Stock, during such times Participant is considered to have “inside information” regarding

the Corporation as defined by the laws or regulations in Participant’s country. Local

insider trading laws and regulations may prohibit the cancellation or amendment of

orders Participant places before Participant possessed inside information. Furthermore,

Participant could be prohibited from (i) disclosing the inside information to any third

party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing

them otherwise to buy or sell securities. Participant understands that third parties include

fellow employees. Any restrictions under these laws or regulations are separate from and

in addition to any restrictions that may be imposed under any applicable Corporation

insider trading policy. Participant acknowledges that it is Participant’s responsibility to

comply with any applicable restrictions, and that Participant should therefore consult

Participant’s personal advisor on this matter.

19

8.Foreign Asset/Account Reporting; Exchange Controls. Participant’s country may have

certain foreign asset and/or account reporting requirements and/or exchange controls

which may affect Participant’s ability to acquire or hold shares of Stock under the Plan or

cash received from participating in the Plan (including from any dividends received or

sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account

outside Participant’s country. Participant may be required to report such accounts, assets

or transactions to the tax or other authorities in his or her country. Participant also may be

required to repatriate sale proceeds or other funds received as a result of Participant’s

participation in the Plan to his or her country through a designated bank or broker and/or

within a certain time after receipt. Participant acknowledges that it is his or her

responsibility to be compliant with such regulations, and Participant should consult his or

her personal legal advisor for any details.

9.Language. If Participant is resident in a country where English is not an official language,

Participant acknowledges that Participant is sufficiently proficient in English to

understand the terms and conditions of the Agreement or has had the ability to consult

with an advisor who is sufficiently proficient in the English language. Participant further

acknowledges and agrees that it is Participant’s express intent that the Agreement, the

Addendum and the Plan and all other documents, notices and legal proceedings entered

into, given or instituted pursuant to the Restricted Stock Units be drawn up in English. If

Participant has received the Agreement, the Addendum or any other document related to

the Plan translated into a language other than English and if the meaning of the translated

version is different than the English version, the English version will control.

10.Annex to Addendum. Notwithstanding any provision of the Agreement or Addendum to

the contrary, the Restricted Stock Units shall be subject to such special terms and

conditions for Participant’s country of residence (and country of employment, if

different), as are set forth in the annex to this Addendum (the “Annex”). Further, if

Participant transfers residency and/or employment to another country, the Corporation

may establish alternative terms and conditions as may be necessary or advisable to

accommodate Participant’s transfer. In all circumstances, the Annex shall constitute part

of this Addendum.

20

ANNEX

This Annex to the Addendum includes additional terms and conditions that govern the Restricted

Stock Units if Participant resides and/or is employed in the country addressed herein or transfers

residence or employment to the country addressed herein. If Participant transfers residence and/

or employment to another country, the Corporation may establish alternative terms and

conditions as may be necessary or advisable to accommodate Participant’s transfer. Certain

capitalized terms used but not defined in this Annex have the meanings set forth in the

Agreement (including the Addendum) or the Plan.

Australia

1.Tax Notification. The Plan is a plan to which Subdivision 83A-C of the Income Tax

Assessment Act 1997 (Cth) (the “Act”) applies (subject to conditions in the Act).

2.Securities Law Notification. This grant of Restricted Stock Units is being made under

Division 1A, Part 7.12 of the Corporations Act 2001 (Cth).

Canada

1.Settlement of Restricted Stock Units: Notwithstanding anything to the contrary in the

Agreement or any related document, if Participant is resident or employed in Canada, the

Corporation shall have absolute discretion to settle the Restricted Stock Units in shares of

Stock or in the form of a cash payment or in any combination of the foregoing.

2.Securities Law Notification: Participant acknowledges and agrees that he or she is

permitted to sell shares of Stock acquired under the Plan through the designated broker

appointed under the Plan, provided the resale of shares of Stock takes place outside of

Canada through facilities of a stock exchange on which the shares of Stock are listed. The

shares of Stock currently are listed on Cboe BZX in the United States.

3.Termination of Employment: Except as may be determined by the Committee and except

as otherwise provided in Section 3 of the Agreement, for purposes of Section 3(d) of the

Agreement, Participant’s Service will be considered terminated as of the date Participant

ceases to be an employee of the Corporation (or, if different, the Affiliate to which

Participant provides Service) for any reason, whether lawful or otherwise (including,

without limitation, by reason of resignation, death, frustration of contract, termination for

Cause, termination without Cause, or constructive dismissal), without regard to any pay

in lieu of notice (whether by way of lump sum or salary continuance), benefits

continuance, or other termination related payments or benefits, whether pursuant to the

common law or otherwise, to which Participant may then be entitled (the “Termination

Date”). In the event that the Termination Date cannot reasonably be determined under the

terms of the Plan and the Agreement, the Committee and its delegate shall have the

exclusive discretion to determine when the Termination Date occurs for purposes of the

21

Plan (including whether Participant may still be considered to be providing Service while

on any leave of absence).

Unless otherwise extended by the Corporation, or as may be required to satisfy the

minimum requirements of applicable employment or labour standards legislation, any

portion of the award that is not vested on the Termination Date shall terminate

immediately and be null and void, and Participant will have no entitlement to further

vesting in the Restricted Stock Units or compensation in lieu thereof following the

Termination Date, and Participant waives any claim to damages in respect thereof

whether related or attributable to any contractual or common law termination entitlements

or otherwise. For additional clarity, if applicable employment or labour standards

legislation specifically requires continued entitlement to vesting during a statutory notice

period, Participant’s right to vest in the Restricted Stock Units, if any, will be allowed to

continue for that minimum notice period but then immediately terminate effective as of

the last day of Participant’s minimum statutory notice period.

Hong Kong

1.Settlement in Shares of Stock. Notwithstanding anything to the contrary in the

Agreement, the Addendum or the Plan, the Restricted Stock Units shall be settled only in

shares of Stock (and may not be settled in cash).

2.Disposal of Shares of Stock. If, for any reason, shares of Stock are issued to Participant

within six (6) months after the Award Date, Participant agrees that Participant will not

sell or otherwise dispose of any such shares of Stock prior to the six (6) month

anniversary of the Award Date.

3.IMPORTANT NOTICE/WARNING. The contents of this document have not been

reviewed by any regulatory authority in Hong Kong. Participant is advised to exercise

caution in relation to the offer. If Participant is in any doubt about any of the contents of

the documents, Participant should obtain independent professional advice. The

Restricted Stock Units and shares of Stock issued in settlement of the Restricted Stock

Units do not constitute a public offering of securities under Hong Kong law and are

available only to employees of the Corporation or its Affiliates. The Agreement, the Plan

and other incidental communication materials have not been prepared in accordance

with and are not intended to constitute a “prospectus” for a public offering of securities

under the applicable securities legislation in Hong Kong. The Restricted Stock Units are

intended only for the personal use of each eligible employee of the Employer, the

Corporation or an Affiliate and may not be distributed to any other person.

4.Wages. The Restricted Stock Units and shares of Stock subject to the Restricted Stock

Units do not form part of Participant’s wages for purposes of calculating any statutory or

contractual payments under Hong Kong law.

22

Japan

No country-specific provisions.

Netherlands

1.Exclusion of Claim: Participant acknowledges and agrees that Participant will have no

entitlement to compensation or damages insofar as such entitlement arises or may arise

from Participant ceasing to have rights under the Plan, whether or not as a result of

termination of Participant’s Service (whether such termination is in breach of contract or

otherwise), or from the loss of diminution in value of the shares of Stock underlying the

Restricted Stock Units. Upon the grant of the Restricted Stock Units, Participant shall be

deemed to have waived irrevocably such entitlement.

Philippines

1.Settlement in Cash. Notwithstanding anything to the contrary in the Agreement, the

Addendum or the Plan, the Restricted Stock Units shall be settled only in cash (and shall

not be settled in shares of Stock), unless otherwise determined by the Corporation.

Singapore

1.Securities Law Information. The grant of the Restricted Stock Units under the Plan is

being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the

Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been and

will not be lodged or registered as a prospectus with the Monetary Authority of Singapore

and is not regulated by any financial supervisory authority pursuant to any legislation in

Singapore. Accordingly, statutory liability under the SFA in relation to the content of

prospectuses would not apply. Participant should note that the Restricted Stock Units are

subject to section 257 of the SFA and Participant will not be able to make any subsequent

sale of shares of Stock in Singapore, or any offer of such subsequent sale of shares of

Stock subject to the Restricted Stock Units in Singapore, unless such sale or offer is made

(i) after six (6) months from the Award Date or (ii) pursuant to the exemptions under Part

XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Switzerland

1.Securities Law Information. Neither the Agreement nor any other materials relating to the

grant of Restricted Stock Units (a) constitutes a prospectus according to articles 35 et seq.

of the Swiss Federal Act on Financial Services (“FinSA”), (b) may be publicly distributed

or otherwise made publicly available in Switzerland to any person other than an

employee of the Corporation or one of its Affiliates or (c) has been or will be filed with,

approved or supervised by any Swiss reviewing body according to article 51 FinSA or

any Swiss regulatory authority, including the Swiss Financial Market Supervisory

Authority, FINMA.

23

United Kingdom (Including Northern Ireland)

1.Payment of Withholding Taxes. The following provision supplements the section of the

Agreement titled “Payment of Withholding Taxes”:

Without limitation to the section of the Agreement titled ‘Payment of

Withholding Taxes’, Participant agrees that Participant is liable for all

income tax and employee national insurance contributions or other social

contributions or withholding taxes (“Tax-Related Items”) and hereby

covenants to pay all such Tax-Related Items, as and when requested by the

Corporation, the Employer or by HM Revenue and Customs (“HMRC”)

(or any other tax authority or any other relevant authority). Participant also

agrees to indemnify and keep indemnified the Corporation and the

Employer against any Tax-Related Items that they are required to pay or

withhold or have paid or will pay on Participant’s behalf to HMRC (or any

other tax authority or any other relevant authority).

Notwithstanding the foregoing, if Participant is a director or executive

officer (as within the meaning of Section 13(k) of the U.S. Securities

Exchange Act of 1934, as amended), the terms of the immediately

foregoing provision will not apply. In the event that Participant is a

director or executive officer and income tax due is not collected from or

paid by Participant within 90 days after the U.K. tax year in which an

event giving rise to the indemnification described above occurs, the

amount of any uncollected tax may constitute a benefit to Participant on

which additional income tax and national insurance contributions may be

payable. Participant acknowledges that Participant ultimately will be

responsible for reporting and paying any income tax due on this additional

benefit directly to HMRC under the self-assessment regime and for

reimbursing the Corporation or the Employer (as applicable) for the value

of any employee national insurance contributions due on this additional

benefit, which the Corporation and/or the Employer may recover from

Participant at any time thereafter by any of the means referred to in section

of the Agreement titled “Payment of Withholding Taxes”.

2.Exclusion of Claim. Participant acknowledges and agrees that Participant will have no

entitlement to compensation or damages insofar as such entitlement arises or may arise

from Participant’s ceasing to have rights under or to be entitled to the Restricted Stock

Units, whether or not as a result of termination of Service (whether such termination is in

breach of contract or otherwise), or from the loss or diminution in value of the Restricted

Stock Units. Upon the award of the Restricted Stock Units, Participant shall be deemed

irrevocably to have waived any such entitlement.

3.Section 2 of the Addendum. Section 2 of the Addendum (Participants in the European

Union) shall not apply to the Restricted Stock Units.