8-K
false 0001156375 0001156375 2026-06-16 2026-06-16
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

 

 

CME GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31553   36-4459170

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

20 South Wacker Drive

Chicago, Illinois

  60606
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 930-1000

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock   CME   Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Leadership Transition

On June 17, 2026, CME Group Inc. (the “Company”) announced that Terrence A. Duffy, the Company’s current Chairman and Chief Executive Officer, will become the Company’s Executive Chairman, and Lynne C. Fitzpatrick, the Company’s current President and Chief Financial Officer, will succeed Mr. Duffy as the Company’s Chief Executive Officer (the “Leadership Transition”). The Leadership Transition was approved by the Board of Directors on June 16, 2026 and will become effective on the later of March 1, 2027, and the date on which the Company files its Annual Report on Form 10-K with respect to 2026 (the “Transition Date”).

Mr. Duffy will continue to serve as the Company’s Chief Executive Officer through the Transition Date and will then serve as the Company’s Executive Chairman from the Transition Date through December 31, 2027. Ms. Fitzpatrick will continue to serve as the Company’s President and Chief Financial Officer through the Transition Date and will then assume the role of Chief Executive Officer and be appointed to the Board and its Executive Committee on the Transition Date. The Company will initiate a search of potential candidates for a successor to Ms. Fitzpatrick as the Company’s Chief Financial Officer.

Ms. Fitzpatrick, age 48, has served as the Company’s President and Chief Financial Officer since November 2024, when her role expanded to oversee human resources and transformation and execution, as well as her prior responsibilities for overseeing the Company’s finance functions. She previously served as Chief Financial Officer since April 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer of the Company since 2017. Since joining the Company in 2006, Ms. Fitzpatrick has held a variety of positions with increasing levels of responsibility within the organization. Prior to her employment with the Company, she worked as an investment banker at Credit Suisse and UBS.

Agreement with Terrence A. Duffy

Mr. Duffy’s current Amended and Restated Agreement with the Company, dated November 5, 2024 (the “Duffy Employment Agreement”), will continue to apply through December 31, 2026, at which point it will expire in accordance with its terms. In connection with the Leadership Transition, on June 16, 2026, the Company and Mr. Duffy entered into a Transition and Executive Chairman Agreement (the “Duffy Transition Agreement”) setting forth the terms and conditions of Mr. Duffy’s continued service as (i) Chairman and Chief Executive Officer from January 1, 2027, through the Transition Date (the “Duffy CEO Period”) and (ii) Executive Chairman from the Transition Date through December 31, 2027 (the “Duffy Chairman Period” and together with the Duffy CEO Period, the “Duffy Executive Period”).

Under the terms of the Duffy Transition Agreement, during the Duffy Executive Period, Mr. Duffy’s annual base salary, annual bonus opportunity, annual long-term incentive opportunity, employee benefits and severance benefits will generally remain the same as in effect under the Duffy Employment Agreement, except that (i) his long-term incentive opportunity will be granted in fully vested shares of Class A common stock of the Company in September 2027, (ii) his outstanding performance-based equity awards (other than the performance award for the performance period ending December 31, 2026, which will vest on March 15, 2027 based on actual performance) will vest at the target level of performance as of the Transition Date, subject to his execution of a release of claims and (iii) his annual bonus opportunity under the Company’s annual incentive plan for the 2027 plan year will not have a requirement to remain employed after year-end, subject to his execution of a release of claims.

Under the terms of the Duffy Transition Agreement, during the Duffy CEO Period, Mr. Duffy’s duties and responsibilities will remain the same as set forth in the Duffy Employment Agreement, and during the Duffy Chairman Period, Mr. Duffy’s duties and responsibilities will be, among other things, to facilitate a successful CEO transition, maintain leadership continuity, and assist the Board in fulfilling its governance and strategic oversight responsibilities. The restrictive covenants in the Duffy Transition Agreement are substantially the same as those in the Duffy Employment Agreement.

The foregoing description of the Duffy Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Duffy Transition Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.


Agreement with Lynne C. Fitzpatrick

In connection with the Leadership Transition, on June 16, 2026, the Company and Ms. Fitzpatrick entered into an Employment Agreement (the “Fitzpatrick Agreement”) setting forth the terms and conditions of Ms. Fitzpatrick’s service as Chief Executive Officer commencing as of the Transition Date (or earlier if Mr. Duffy is no longer serving in such role).

Under the terms of the Fitzpatrick Agreement, as of the Transition Date, Ms. Fitzpatrick’s annual base salary will be $1.2 million, her annual bonus opportunity will be 200% of her annual base salary and her annual long-term incentive opportunity will be 700% of her annual base salary. Ms. Fitzpatrick will continue to be eligible to participate in all retirement, welfare and other benefit plans made available by the Company to its executives generally.

The Fitzpatrick Agreement requires that, upon a qualifying termination of employment without cause or a resignation with good reason, the Company provide Ms. Fitzpatrick with the following severance benefits, subject to Ms. Fitzpatrick’s execution of a release of claims: (i) a lump sum payment equal to two times her annual base salary, (ii) a pro-rated annual bonus, and the employment requirement on the payment date for completed plan years that have not yet been paid shall be waived if she was employed on December 31 of such completed plan year, (iii) accelerated vesting in respect of 75% of any unvested restricted share awards and continued vesting of 25% of any unvested performance-based equity awards, unless otherwise more favorable treatment is approved by the Compensation Committee of the Board, and (iv) 18 months of Company-paid healthcare coverage. In the event Ms. Fitzpatrick is terminated for any reason prior to the Transition Date or the Company has announced prior to the Transition Date that Ms. Fitzpatrick will not be appointed to the position of Chief Executive Officer, the Fitzpatrick Agreement will terminate, but if she voluntarily resigns her employment within 30 days of the occurrence of such announcement or if her employment is terminated by the Company without cause between the date of the Fitzpatrick Agreement and the date immediately prior to the Transition Date, then the Company will provide Ms. Fitzpatrick the same severance payments and benefits as described above but using her current annual base salary and annual target bonus opportunity to calculate such severance.

Under the terms of the Fitzpatrick Agreement, Ms. Fitzpatrick will be subject to a non-competition and non-solicitation covenant for 12 months following the termination of her employment with the Company.

The foregoing description of the Fitzpatrick Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Fitzpatrick Agreement, which is filed as Exhibit 10.2 to this report and incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On June 17, 2026, the Company issued a press release relating to the Leadership Transition. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information furnished under Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished under Item 7.01 of this report shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit

Number

  

Description

10.1

   Transition and Executive Chairman Agreement, dated June 16, 2026, between CME Group Inc. and Terrence A. Duffy.

10.2

   Employment Agreement, dated June 16, 2026, between CME Group, Inc. and Lynne C. Fitzpatrick.

99.1

   Press release dated June 17, 2026.

104

   The cover page from CME Group Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CME Group Inc.
    Registrant
Date: June 17, 2026     By:  

/s/ Lynne Fitzpatrick

    Name:   Lynne Fitzpatrick
    Title:   Senior Managing Director, President and Chief Financial Officer

Exhibit 10.1

TRANSITION AND EXECUTIVE CHAIRMAN AGREEMENT

This TRANSITION AND EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is entered into on June 16, 2026 by and between CME Group Inc., a Delaware Corporation (together with its subsidiaries and affiliates, the “Employer” or “CME”), and Terrence A. Duffy (“Executive”).

R E C I T A L S

WHEREAS, Executive and CME previously entered into that certain Amended and Restated Agreement, dated November 5, 2024 (the “Existing Agreement”), pursuant to which Executive serves as of the Chairman and Chief Executive Officer of CME;

WHEREAS, Executive will continue to serve as the Chairman and Chief Executive Officer pursuant to the Existing Agreement through December 31, 2026 (the “Expiration Date”); and

WHEREAS, effective as of the Expiration Date, the Existing Agreement will expire and Executive will become subject to the terms and conditions of this Agreement, pursuant to which Executive will (i) continue to serve as CME’s Chairman and Chief Executive Officer through the expiration of the CEO Period (as defined below) and (ii) thereafter assume the role of Executive Chairman of CME.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows:

 

1.

Employment. Subject to the terms of this Agreement, the Employer hereby agrees to employ Executive during the Agreement Term (as hereinafter defined) as (i) CME’s Chairman and Chief Executive Officer from the Effective Date (as hereinafter defined) through the later of February 28, 2027 and the date on which CME files its Annual Report on Form 10-K with respect to 2026 (the “CEO Period”) and (ii) the Executive Chairman of CME from the expiration of the CEO Period through December 31, 2027 (the “EC Period”), and, in each case, Executive hereby accepts such employment. During the CEO Period, Executive shall perform such duties as have been associated with the offices of Chairman and Chief Executive Officer and such other duties commensurate with such positions as Executive and CME’s Board of Directors (the “Board”) may mutually agree. During the EC Period, Executive shall provide advisory services to CME, consistent with his position as Executive Chairman of the Board, and as more fully set forth on Exhibit A attached hereto and will report directly to the Board. Executive shall devote his full time, ability and attention to the business of the Employer during the Agreement Term. Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as CME may from time to time establish in writing for officers of CME or employees generally, including CME’s share ownership guidelines as in effect from time to time. Executive will be nominated as a member of the Board during the Agreement Term.


Nothing in the Agreement shall preclude Executive from participating in the affairs of any governmental, educational or other charitable institution and serving as a member of the board of directors of a corporation, except for a competitor of the Employer, provided Executive notifies the Nominating and Governance Committee of the Board prior to his participating in any such activities and as long as the Nominating and Governance Committee does not determine that any such activities interfere with or diminish Executive’s obligations under the Agreement. Executive shall be entitled to retain all fees and other compensation derived from such activities, in addition to the compensation and other benefits payable to him under the Agreement, but shall disclose such fees to the Employer.

 

2.

Agreement Term. Executive shall be employed hereunder for a term which commences on January 1, 2027 (the “Effective Date”) and expires on December 31, 2027 (“Agreement Term”). The Agreement Term shall be subject to early termination as set forth herein. The parties acknowledge and agree that the Existing Agreement shall expire and terminate in its entirety effective as of the Expiration Date (if not earlier terminated otherwise). Without limiting the generality of the foregoing, if Executive’s employment is terminated for any reason prior to the Effective Date or Executive is not appointed to the position of Executive Chairman as of the expiration of the CEO Period, then this Agreement shall terminate in its entirety and shall be null and void as of such date.

 

3.

Compensation.

 

  (a)

Annual Base Salary. During the Agreement Term, the Employer shall pay to Executive a base salary at a rate not less than $2,000,000 per year (“Base Salary”), payable in accordance with the Employer’s normal payment schedule.

 

  (b)

Bonuses. During the Agreement Term, Executive shall be eligible to participate in the Employer’s Annual Incentive Plan (the “AIP”) as in effect from time to time. Executive’s target bonus opportunity under the AIP shall be 200% of the Base Salary paid in the plan year. For the avoidance of doubt, the Compensation Committee of the Board retains the discretion to determine the actual bonus amount to be paid for each plan year, subject to the terms of the AIP. Subject to Executive’s execution, delivery and non-revocation of a general release of claims in a form provided by CME (a “Release”), the employment requirement on the payment date pursuant to the AIP in respect of plan year 2027 shall be replaced with the requirement that Executive continue in employment with CME through December 31, 2027.

 

  (c)

Equity Compensation. During the Agreement Term and in respect of 2027, CME shall grant Executive an award of fully vested shares of CME’s Class A common stock with a grant date value equal to 600% of the Base Salary pursuant to CME’s Omnibus Stock Plan as in effect from time to time or any successor plan thereto (the “Plan”). In addition, notwithstanding any other provision in an applicable award agreement, if Executive is employed by CME as of the expiration of the CEO Period then, subject to Executive’s execution, delivery and non-revocation of a Release prior to the expiration of the CEO Period, all equity or equity based awards

 

2


  the vesting of which is contingent upon the attainment of performance goals (other than the performance shares for the performance period ending December 31, 2026 which shall vest on March 15, 2027 based on actual performance) shall vest at the target level of performance and become payable upon the expiration of the CEO Period (except to the extent that application of such treatment would result in the imposition of tax on Executive pursuant to IRS Code Section 409A (in which case such treatment will occur upon the earliest date which will not result in the imposition of such tax)). Executive acknowledges that the application of this Section 3(c) may result in the imposition of taxes on Executive with respect to equity or equity-based awards at the time of vesting and agrees to pay the Employer any withholding amounts with respect to such awards at the time determined by the Employer.

 

4.

Change of Control Provisions. In the event of a “Change of Control” (as defined in the Plan) that occurs prior to Executive’s termination of employment with the Employer, all options and time-vesting restricted shares previously granted to Executive, whether during the Agreement Term or otherwise, will have vesting accelerated so as to become 100% vested; provided, however that any awards granted following the Original Effective Date the vesting of which is contingent upon the attainment of performance goals shall have the continued employment requirement applicable to such award waived and shall become vested or shall be forfeited solely based on the actual performance measured over the full performance term (unless a more favorable treatment is provided herein or in the agreement evidencing the particular award or applies to the award pursuant to the operation of the applicable plan under which the award was granted, in which case such more favorable treatment will apply). Thereafter, the options will continue to be subject to the terms, definitions and provisions of the Plan and any related option agreement. If Executive is involuntarily terminated without Cause within sixty (60) days prior to a Change of Control, all unvested options and time-vesting restricted shares which would have been outstanding had Executive been employed on the date of Change of Control become 100% vested; provided, however that any awards granted following the Original Effective Date the vesting of which is contingent upon the attainment of performance goals shall have the continued employment requirement applicable to such award waived and shall become vested or shall be forfeited solely based on actual performance measured over the full performance term (unless a more favorable treatment is provided herein or in the agreement evidencing the particular award or applies to the award pursuant to the operation of the applicable plan under which the award was granted, in which case such more favorable treatment will apply). The Employer shall cause the Plan and all future grants thereunder to permit Executive to transfer awards granted thereunder for estate and tax planning purposes to members of Executive’s immediate family or to one or more trusts for the benefit of such family members, partnerships in which such family members are the only partners, or corporations in which such family members are the only stockholders.

 

5.

Benefits. Executive shall be entitled to insurance, vacation and other employee benefits commensurate with his position in accordance with the Employer’s policies for executives in effect from time to time. Executive acknowledges receipt of a summary of the Employer’s employee benefits policies in effect as of the date of this Agreement. In addition, the Employer shall provide Executive with life insurance and long-term disability

 

3


  coverage consistent with the programs in place for other executives of the Employer (which is currently equal to two-thirds of Executive’s Base Salary upon Executive’s disability (up until age 65) and three times Executive’s Base Salary in the form of life insurance provided or underwritten by the Employer). In the event that the provision of life insurance coverage results in taxable income to Executive’s beneficiaries upon his death the Employer shall pay an additional amount sufficient to put Executive’s beneficiaries in the same after-tax position as if the life insurance benefits had been provided under an insured life insurance plan.

 

6.

Expense Reimbursement. During the Agreement Term, the Employer shall reimburse Executive, in accordance with the Employer’s policies and procedures, for all proper expenses incurred by him in the performance of his duties hereunder.

 

7.

Termination. Executive’s employment with CME shall terminate upon the occurrence of any of the following events. Upon any termination of Executive’s employment for any reason, Executive agrees to resign and shall be deemed to have resigned as a member of the Board.

 

  (a)

Death. Upon the death of Executive, this Agreement shall automatically terminate and all rights of Executive and his heirs, executors and administrators to compensation and other benefits under this Agreement shall cease, except that (i) compensation which shall have accrued to the date of death, including accrued Base Salary, and other employee benefits to which Executive is entitled upon his death, shall be paid or provided in accordance with the terms of the plans and programs of CME, (ii) all stock option, SAR, time-vesting restricted stock and time vesting restricted stock unit awards granted after November 4, 2010 will become fully vested (and in the case of option and SAR awards shall remain exercisable for 48 months following termination (but not beyond the maximum term of the award)) and (iii) all equity or equity-based awards the vesting of which is contingent upon the attainment of performance goals shall vest at target level of performance and become payable within thirty (30) days following the date of death.

 

  (b)

Disability. The Employer may, at its option, terminate this Agreement upon written notice to Executive if Executive, because of physical or mental incapacity or disability, fails to perform the essential functions of his position required of him hereunder for a continuous period of 90 days or any 120 days within any 12-month period. Upon such termination, all obligations of the Employer hereunder shall cease, except that (i) compensation which shall have accrued to the date of disability, including accrued Base Salary, and other employee benefits to which Executive is entitled upon his disability, shall be paid or provided in accordance with the terms of the plans and programs of CME, (ii) all stock option, SAR, time-vesting restricted stock and time-vesting restricted stock unit awards granted after November 4, 2010 will become fully vested (and in the case of option and SAR awards shall remain exercisable for 48 months following termination (but not beyond the maximum term of the award)), (iii) all equity or equity-based awards the vesting of which is contingent upon the attainment of performance goals shall vest at target level of performance and become payable within thirty (30) days following the date of such termination of employment; and (iv) Executive shall be entitled to the medical benefits described in Section 7(f). In the event of any dispute regarding the existence of Executive’s disability hereunder, the matter shall be resolved by a majority of the independent directors on the Board.

 

4


  (c)

Cause. The Employer may, at its option, terminate Executive’s employment under this Agreement for Cause. As used in this Agreement, the term “Cause” shall mean any one or more of the following:

 

  (1)

any refusal by Executive to perform his duties and responsibilities under this Agreement, as determined after investigation by the Board. Executive, after having been given written notice by the Employer, shall have seven (7) days to cure such refusal;

 

  (2)

any intentional act of fraud, embezzlement, theft or misappropriation of the Employer’s funds by Executive, as determined after investigation by the Board, or Executive’s admission or conviction of a felony or of any crime involving moral turpitude, fraud, embezzlement, theft or misrepresentation;

 

  (3)

any gross negligence or willful misconduct of Executive resulting in a financial loss or liability to the Employer or damage to the reputation of the Employer, as determined after investigation by the Board;

 

  (4)

any breach by Executive of any one or more of the covenants contained in Section 8, 9 or 10 hereof; or

 

  (5)

any violation of any rule, regulation or guideline imposed by CME or a regulatory or self-regulatory body having jurisdiction over the Employer, as determined after investigation by the Board.

The exercise of the right of CME to terminate this Agreement pursuant to this Section 7(c) shall not abrogate any other rights or remedies of CME in respect of the breach giving rise to such termination.

If the Employer terminates Executive’s employment for Cause, Executive shall be entitled to accrued Base Salary through the date of the termination of his employment and other employee benefits to which Executive is entitled upon his termination of employment with the Employer, in accordance with the terms of the plans and programs of CME. Upon termination for Cause, Executive will forfeit any unvested or unearned compensation and long-term incentives, unless otherwise specified in the terms of the plans and programs of CME.

 

  (d)

Termination Without Cause. Upon 30 days prior written notice to Executive, the Board of Directors, by vote of a majority of the independent directors may terminate this Agreement for any reason other than a reason set forth in paragraphs (a), (b) or (c) of this Section 7. If, during the Agreement Term, the employment of Executive hereunder is terminated by the Employer for any reason other than a reason set forth in subsections (a), (b) or (c) of this Section 7:

 

  (1)

Executive shall be entitled to receive accrued Base Salary through the date of the termination of his employment, and other employee benefits to which Executive is entitled upon his termination of employment with the Employer, in accordance with the terms of the plans and programs of the Employer;

 

5


  (2)

subject to Executive’s execution , delivery prior to the Release Deadline (as defined below) and non-revocation of a Release, Executive shall be entitled to receive a one-time lump sum severance payment equal to two times Executive’s annual Base Salary, which shall be paid within 14 days of the later of the delivery of such general release to the Employer or the date on which such Release becomes irrevocable. For purposes hereof, the “Release Deadline” means the deadline prescribed by the Employer for the execution of the general release described in this paragraph (d)(2) of Section 7, which deadline shall in no event be later than 60 days following the date Executive’s employment terminates;

 

  (3)

subject to Executive’s execution, delivery prior to the Release Deadline (as defined above) and non-revocation of a Release, (i) all stock option, SAR, time-vesting restricted stock and time-vesting restricted stock unit awards granted after November 4, 2010 shall become fully vested (and in the case of option and SAR awards shall remain exercisable for 48 months following termination (but not beyond the maximum term of the award)) and (ii) all equity or equity-based awards the vesting of which is contingent upon the attainment of performance goals shall have the continued employment requirement applicable to such award waived and, except as specifically set forth in Section 7 below, shall become vested or shall be forfeited solely based on actual performance measured over the full performance term; and

 

  (4)

Executive shall be entitled to the medical benefits described in Section 7(f).

 

  (e)

Voluntary Termination.

 

  (1)

Upon 90 days prior written notice to CME (or such shorter period as may be permitted by CME), Executive may voluntarily terminate his employment with CME prior to the end of the Agreement Term for any reason. If Executive voluntarily terminates his employment pursuant to this subsection (e), he shall be entitled to receive accrued Base Salary through the date of the termination of his employment and other employee benefits to which Executive is entitled upon his termination of employment with CME, in accordance with the terms of the plans and programs of CME.

 

6


  (2)

In addition, if Executive voluntarily terminates his employment during the Agreement Term within the 30 day period immediately following a material diminution of Executive’s title, duties, power or authority without Executive’s written consent, then such termination of employment will be treated as a termination of employment without Cause under Section 7(d) hereof. For the avoidance of doubt, if Executive is nominated for service on the Board in accordance with the Employer’s by-laws, but is not elected to the Board by the Employer’s shareholders and Executive’s management title, duties, power and authority are not otherwise materially diminished, Executive shall not be entitled to terminate his employment under this Section 7(e)(2).

 

  (f)

Upon a termination of Executive’s employment described in Section 7(b), 7(d), 7(e) or 7(h), Executive shall be entitled to elect to continue coverage for himself and his eligible dependents, for up to 48 months following employment termination, under the medical and dental plans of the Employer in which Executive was participating immediately prior to such employment termination. Executive’s monthly cost for such coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall be applicable during the eighteen (18) month period following termination) and (ii) the monthly premium cost paid by Employer for Executive’s coverage (which cost shall be applicable following expiration of the 18 month COBRA period). Upon or prior to the commencement of each 12 month period during the 48 month continuation period, Executive shall inform the Employer whether Executive elects to continue coverage in accordance with this Section 7(f) for such 12 month period. In the event that Executive elects to continue such coverage following a termination described in Section 7(b) or 7(d), the Employer shall pay to Executive an amount, in a lump sum within 30 days following the commencement of such 12 month period, equal to 150% of Executive’s total potential monthly cost for such coverage for such 12 month period (based upon the rates in effect at the time of such election). No payment will be made if (and to the extent) Executive does not elect to continue coverage. Notwithstanding the foregoing timing requirements, with respect to the initial 12 month period, payment of the lump sum amounts payable under this Section 7(f) up to the maximum amount allowed for de minimis payments under IRS Code Section 409A (“Section 409A”) shall be paid within fourteen (14) days of termination of Executive’s employment. The remainder of the lump sum amounts with respect to the first 12 month period, if any, shall be paid six (6) months after the date Executive terminates employment. Notwithstanding anything in this Section 7(f) to the contrary, (i) Executive’s continued coverage under such plans shall end upon the date, if any, when Executive obtains comparable coverage (as compared to the coverage provided under the applicable plans of the Employer) from a subsequent employer of Executive or Executive’s spouse.

 

  (g)

All awards of options and shares granted prior to November 4, 2010 shall be governed by the terms and conditions of such awards at the time of grant.

 

  (h)

Notwithstanding any other provision of this Agreement, if Executive’s employment terminates following the Effective Date other than for any reason set forth in the definitions of Cause under Section 7(c) hereof, Executive shall be entitled following such termination to the medical benefits described in Section 7(f).

 

7


8.

Confidential Information and Non-Compete. Executive acknowledges that the successful development of CME’s services and products, including CME’s trading programs and systems, current and potential customer and business relationships, and business strategies and plans requires substantial time and expense. Such efforts generate for CME valuable and proprietary information (“Confidential Information”) which gives CME a business advantage over others who do not have such information. Confidential information includes, but is not limited to the following: trade secrets, technical, business, proprietary or financial information of CME not generally known to the public, business plans, proposals, past and current prospect and customer lists, trading methodologies, systems and programs, training materials, research data bases and computer software; but shall not include information or ideas acquired by Executive prior to his employment with CME if such pre-existing information is generally known in the industry and is not proprietary to CME.

 

  (a)

Except as set forth in Section 8(d), Executive shall not at any time during the Agreement Term or thereafter, make use of or disclose, directly or indirectly to any competitor or potential competitor of CME, or divulge, disclose or communicate to any person, firm, corporation, or other legal entity in any manner whatsoever, or for his own benefit and that of any person or entity other than the Employer, any Confidential Information.

 

  (b)

Executive agrees that during Executive’s employment with the Employer and for a period of one (1) year following the termination of Executive’s employment with CME for any reason, Executive shall not whether as an employee, partner, independent contractor, consultant, advisor, spokesperson, endorser or otherwise, provide any services similar to or the same as those provided by Executive to CME or any subsidiary or affiliate company (any such entity, a “CME Group entity”) during Executive’s employment with any CME Group entity, to any Competing Business. For the purposes of this Agreement, “Competing Business” shall mean any business that is engaged in the same business or businesses of any CME Group entity (including any prospective business in which any CME Group entity is planning to engage). Executive acknowledges and agrees that the restrictions contained in this Section 8(b) are reasonable and necessary to protect CME’s legitimate interests in its customer and employee relationships, goodwill and Confidential Information.

 

  (c)

Upon termination for any reason, Executive shall return to the Employer all records, memoranda, notes, plans, reports, computer tapes and equipment, software and other documents or data which constitute Confidential Information which he may then possess or have under his control (together with all copies thereof) and all credit cards, keys and other materials and equipment which are the Employer’s property that he has in his possession or control.

 

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  (d)

Pursuant to 18 U.S.C. § 1833(b), Executive understands that he will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Employer that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to his attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if he files a lawsuit for retaliation by the Employer for reporting a suspected violation of law, he may disclose the trade secret to his attorney and use the trade secret information in the court proceeding if he (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Employer, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement is intended to prohibit or restrict Executive from communicating with Executive’s attorney or otherwise requesting or receiving confidential legal advice, communication with a government or regulatory agency such as the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Illinois Department of Human Rights, or any other federal, state or local agency regarding good faith allegations about possible violations of law, or otherwise initiating, testifying, assisting, complying with a subpoena from, or participating in an investigation or proceeding by such agency, without advance notice to the Employer; recovering a whistleblower award; filing or disclosing facts necessary to receive unemployment insurance, Medicaid or other public benefits; disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment; making any truthful statements or disclosures required by law, regulation or legal process.

 

  (e)

If, at any time of enforcement of this Section 8, a court holds that the restrictions stated herein are unreasonable, the parties hereto agree that a maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

 

  (f)

The Employer advises Executive to consult with an attorney of Executive’s choice before agreeing to the covenants set forth in Sections 6 and 7 of this Agreement. Executive acknowledges and agrees that Executive has had up to fourteen (14) calendar days from the date Executive first received this Agreement to consider its terms. However, Executive may sign and return this Agreement sooner if Executive wishes. By entering into this Agreement, Executive acknowledges and agrees that Executive (i) has been given the opportunity to seek the advice of counsel, (ii) has carefully read and fully understands all of the restrictions set forth in Sections 8 and 9, and (iii) is entering into this Agreement knowingly, freely and voluntarily in exchange for good and valuable consideration to which Executive would not otherwise be entitled. Executive further agrees and acknowledges that the restrictions set forth in Sections 8 and 9 are in consideration of (x) Executive’s employment by CME during Executive’s employment with the Employer, and (y) additional good and valuable consideration as set forth in this Agreement, including but not limited to Executive’s participation in the AIP and Omnibus Stock Plan, the receipt and sufficiency of which are hereby acknowledged to be adequate consideration under the Illinois Freedom to Work Act, 820 ILCS 90.

 

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9.

Non-solicitation.

 

  (a)

General. Executive acknowledges that the Employer invests in recruiting and training, and shares Confidential Information with, its employees. As a result, Executive acknowledges that the Employer’s employees are of special, unique and extraordinary value to the Employer.

 

  (b)

Non-solicitation. Executive further agrees that during his employment with CME and for a period of one (1) year following the termination of his employment with CME for any reason he shall not in any manner, directly or indirectly, induce or attempt to induce any employee of CME to terminate or abandon his or her employment with CME for any purpose whatsoever.

 

  (c)

Reformation. If, at any time of enforcement of this Section 9, a court holds that the restrictions stated herein are unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

 

10.

Intellectual Property. During the Agreement Term, Executive shall disclose to CME and treat as Confidential Information all ideas, methodologies, and product and technology applications that he develops (alone or jointly with others) during the course of his employment with CME that relate directly or indirectly to CME’s business (collectively, “Inventions”). Executive hereby acknowledges that, by reason of being employed by CME at the relevant times, to the extent permitted by applicable law, all Inventions consisting of copyrightable subject matter are “works made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by CME. To the extent the foregoing does not apply, Executive hereby assigns to CME his entire right, title and interest in and to all Inventions, including any discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, and all intellectual property rights in the foregoing, in each case which may be conceived by Executive or developed or acquired by him during his employment with CME, which may pertain directly or indirectly to the business of the CME. Executive shall at any time during or after the Agreement Term, upon CME’s request, execute, acknowledge and deliver to CME all instruments and do all other acts which are necessary or desirable to enable CME to file and prosecute applications for, and to acquire, maintain and enforce, all intellectual property rights (including patents, trademarks and copyrights) in all countries with respect to Inventions and related intellectual property developed or which was being developed during Executive’s employment with CME. Notwithstanding anything to the contrary herein, the provisions of this Agreement requiring assignment of Inventions does not apply to any Invention for which no equipment, supplies, facilities or trade secret information of CME was used, and which was developed entirely during Executive’s own time, unless such Invention either (i) relates to CME’s business or actual or demonstrably anticipated research or development or (ii) results from any work Executive performs for CME.

 

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11.

Remedies. Executive agrees that given the nature of CME’s business, the scope and duration of the restrictions in paragraphs 8, 9 and 10 are reasonable and necessary to protect the legitimate business interests of CME and do not unduly interfere with Executive’s career or economic pursuits. Executive recognizes and agrees that a breach of any or all of the provisions of Sections 8, 9 and 10 will constitute immediate and irreparable harm to CME’s business advantage, for which damages cannot be readily calculated and for which damages are an inadequate remedy. Accordingly, Executive acknowledges that CME shall therefore be entitled to seek an injunction or injunctions to prevent any breach or threatened breach of any such section. Such injunctive relief shall not be the Employer’s sole remedy. Executive agrees to reimburse CME for all costs and expenses, including reasonable attorney’s fees and costs, incurred by CME in connection with the successful enforcement of its rights under Sections 8, 9 and 10 of this Agreement. Nothing in this Agreement prohibits Executive from communicating with any governmental authority or making a report in good faith and with a reasonable belief of any violations of law or regulation to a governmental authority, or from filing, testifying or participating in a legal proceeding relating to such violations, including making other disclosures protected or required by any whistleblower law or regulation to the Securities and Exchange Commission, the Department of Labor, or any other appropriate government authority; provided, however, that to the extent Executive discloses any Confidential Information, Executive will honor the other confidentiality obligations in this Agreement and will only share such Confidential Information with his attorney or with the government agency or entity.

 

12.

Survival. Sections 7(h), 8, 9, 10, 11 and 13 of this Agreement (and, as applicable, the provisions referenced herein) shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Agreement.

 

13.

Arbitration. Except with respect to Sections 8, 9, and 10, any dispute or controversy between CME and Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in Chicago, Illinois, in accordance with the following:

 

  (a)

Arbitration hearings will be conducted by the American Arbitration Association (AAA). Except as modified herein, arbitration hearings will be conducted in accordance with AAA’s rules.

 

  (b)

State and federal laws contain statutes of limitation which prescribe the time frames within which parties must file a law suit to have their disputes resolved through the court system. These same statutes of limitation will apply in determining the time frame during which the parties must file a request for arbitration.

 

  (c)

If Executive seeks arbitration, Executive shall submit a filing fee to the AAA in an amount equal to the lesser of the filing fee charged in the state or federal court in Chicago, Illinois. The AAA will bill the Employer for the balance of the filing and arbitrator’s fees.

 

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  (d)

The arbitrator shall have the same authority to award (and shall be limited to awarding) any remedy or relief that a court of competent jurisdiction could award, including compensatory damages, attorney fees, punitive damages and reinstatement. The Employer and Executive may be represented by legal counsel or any other individual at their own expense during an arbitration hearing.

 

  (e)

Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

  (f)

Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of CME and Executive.

 

14.

Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (i) delivered personally or by overnight courier to the following address of the other party hereto (or such other address for such party as shall be specified by notice given pursuant to this Section) or (ii) sent by facsimile to the following facsimile number of the other party hereto (or such other facsimile number for such party as shall be specified by notice given pursuant to this Section), with the confirmatory copy delivered by overnight courier to the address of such party pursuant to this Section 14:

If to CME, to:

Board of Directors

c/o Chairman of the Nominating and Governance Committee

CME Group Inc.

20 South Wacker Drive

Chicago, IL 60606

(312) 930-3100

With a copy to:

Jonathan Marcus

Senior Managing Director and General Counsel

CME Group Inc.

20 South Wacker Drive

Chicago, IL 60606

(312) 930-3488

If to Executive, to the address shown in CME’s personnel records.

 

15.

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

 

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16.

Entire Agreement. This Agreement constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof. No other agreement or amendment to this Agreement shall be binding upon either party including, without limitation, any agreement or amendment made hereafter unless in writing, signed by both parties. Executive acknowledges that each of the parties has participated in the preparation of this Agreement and for purposes of principles of law governing the construction of the terms of this Agreement, no party shall be deemed to be the drafter of the same.

 

17.

Successors and Assigns. This Agreement shall be enforceable by Executive and his heirs, executors, administrators and legal representatives, and by CME and its successors and assigns.

 

18.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois without regard to principles of conflict of laws.

 

19.

Acknowledgment. Executive acknowledges that he has read, understood, and accepts the provisions of this Agreement.

 

20.

IRS Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Employer for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Employer within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service (or, if earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the

 

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  expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. Notwithstanding anything herein to the contrary, in no event shall the timing of Executive’s execution of the release described in Section 7, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the general release could be made in more than one (1) taxable year, payment shall be made in the later taxable year.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

CME Group Inc.       Terrence A. Duffy
By:   /s/ Rahael Seifu       /s/ Terrence A. Duffy
  Rahael Seifu      
  Compensation Committee, Chairperson      

 

[Signature Page]


EXHIBIT A

Duties and Responsibilities during EC Period

To facilitate a successful CEO transition, maintain leadership continuity, and assist the Board in fulfilling its governance and strategic oversight responsibilities, the Board had engaged Terrence A. Duffy to serve as Executive Chairman and to perform the following duties and responsibilities.

CEO Transition and Strategic Advisory

 

   

Serve as a trusted advisor and mentor to the CEO, supporting a successful leadership transition and the continued execution of CME’s long-term strategy.

 

   

Providing counsel on strategic priorities, industry dynamics, organizational leadership and stakeholder engagement.

 

   

Sharing institutional knowledge, historical context, and strategic perspective to support effective decision-making.

 

   

Supporting the CEO in Board engagement, strategic planning, talent review, and succession discussions.

Board Leadership and Governance

 

   

Serve as Chair of the Board and support the Board’s effective oversight of CME.

 

   

Presiding over meetings of the Board and shareholders, as applicable.

 

   

Working with the CEO, Lead Director, and Committee Chairs to establish Board agendas and priorities.

 

   

Supporting Board oversight of strategy, risk, talent, succession, culture, and performance.

Strategic Continuity and Enterprise Stewardship

 

   

Provide continuity and perspective during the leadership transition.

 

   

Advising the CEO and Board on long-term strategy, competitive developments, regulatory matters, and enterprise risks and opportunities.

 

   

Sharing institutional knowledge, historical context, and strategic perspective to support effective decision-making.

 

   

Supporting the CEO and Board in upholding CME’s culture, core values, and leadership standards.

External Relationship Transition

 

   

Provide support and mentorship to the CEO designed to strengthen and transition key external relationships.

 

   

Facilitate the introduction and transition of relationships with customers, investors, regulators, policymakers, industry partners, and other strategic stakeholders.

 

   

Serve as an ambassador for CME in support of strategic priorities and stakeholder engagement.

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on June 16, 2026 by and between CME Group Inc., a Delaware Corporation (together with its subsidiaries, the “Company”) and Lynne C. Fitzpatrick (the “Executive”).

RECITALS

WHEREAS, the Executive currently serves as the President and Chief Financial Officer of the Company (the “CFO”);

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the Executive will be appointed as the Chief Executive Officer of the Company (the “CEO”) and will serve as the CEO under the terms and conditions of this Agreement, effective as of the later of March 1, 2027 and the date on which the Company files its Annual Report on Form 10-K with respect to 2026 (as applicable, the “CEO Appointment Date”); provided, however the CEO Appointment Date shall be on such earlier date as the Company’s current Chief Executive Officer is no longer serving in such role;

WHEREAS the Executive will continue to serve as the President and CFO in accordance with her current terms and conditions of employment, as may be modified by the Board from time-to-time, through the CEO Appointment Date.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually agree as follows:

1. Employment Period.

(a) The Executive’s employment as the CEO under the terms and conditions of this Agreement shall commence on the CEO Appointment Date and shall continue until such time as her employment terminates for any reason in accordance with Section 5 of this Agreement (such period, the “Employment Period”).

(b) Without limiting the generality of the foregoing, if the Executive’s employment is terminated for any reason prior to the CEO Appointment Date or the Company has announced prior to the CEO Appointment Date that the Executive will not be appointed to the position of CEO (the “Non-Appointment Event”), then this Agreement shall terminate in its entirety and shall be null and void as of the occurrence of the Non-Appointment Event, except as provided in the following sentence. In the event of the Non-Appointment Event, (i) if the Executive voluntarily resigns her employment with or without Good Reason (as defined in Section 5) within thirty (30) days following the occurrence of the Non-Appointment Event or (ii) if the Executive’s employment is terminated by the Company without Cause (as defined in Section 5 below) during the period between the date of this Agreement and the date immediately prior to the CEO Appointment Date, then the Company shall pay or provide to the Executive the severance payments and benefits as set forth in Section 5(b) of this Agreement (including the


requirement of the Executive’s execution and non-revocation of a Release (as defined in Section 5(c) of this Agreement)), but using the Executive’s annual base salary and annual target bonus opportunity, in each case, as in effect as of the date of this Agreement to calculate such severance payments and benefits (the “Special Severance”). Further, the foregoing clause (i) shall be null and void following such thirty (30) day period and in all events, the Executive shall not be entitled to the Special Severance upon a termination of employment by the Company for Cause or as a result of the Executive’s death or Disability (as defined in Section 5 below).

2. Positions; Services and Duties.

(a) Positions. During the Employment Period, the Executive will (i) be employed by the Company as the CEO pursuant to the terms of this Agreement and (ii) serve as a member of the Board.

(b) Duties and Responsibilities. During the Employment Period, the Executive will (i) be a full-time employee of the Company, (ii) have such duties, responsibilities and authority as are reasonably prescribed by the Board from time to time and normally associated with the role of a chief executive officer at an entity of similar size and nature as the Company and (iii) devote substantially all of her business time and best efforts to the performance of her duties to the Company and will not engage in any other business, profession or occupation for compensation, except as permitted herein. Notwithstanding the foregoing, the Executive may (x) serve as a director or advisor of non-profit organizations and as director or advisor of for profit companies with the prior approval of the Board, (y) perform and participate in charitable civic, educational, professional, community, industry affairs and other related activities, and (z) manage her personal investments; provided, however, that such activities do not materially interfere, individually or in the aggregate, with the performance of her duties hereunder and do not materially breach Sections 6 and 7 of this Agreement or have a material adverse impact on the Company.

(c) Principal Office. During the Employment Period, the principal location of the Executive’s employment will be at the Company’s headquarters in Chicago, Illinois, although the Executive understands and agrees that she may be required to travel from time to time for business reasons.

(d) Policies. The Executive shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Company may from time to time establish in writing and make available to the officers of the Company or employees generally, including, without limitation the Company’s Stock Ownership Guidelines as in effect from time to time for the executives of the Company.

3. Compensation.

(a) Base Salary. The Executive shall be paid a base salary at an annual rate of $1,200,000 during the Employment Period, as may be adjusted pursuant to the following sentence (the “Salary”). The Salary will be payable in accordance with the Company’s customary payroll practices and will be subject to annual review and adjustment by the Compensation Committee of the Board (for increases, but not decreases), or such other duly authorized committee or subcommittee, as applicable (the “Committee”).

 

2


(b) Bonus. The Executive’s annual target bonus opportunity during the Employment Period shall be 200% of the Salary that is paid to the Executive in respect of the applicable plan year. The Committee retains the discretion to determine the actual bonus amount to be paid each plan year, subject to the terms and conditions of the Company’s Annual Incentive Plan as in effect from time to time or any successor plan thereto (the “AIP”).

(c) Equity-Based Awards. The Executive’s annual target long-term incentive opportunity during the Employment Period shall be 700% of the Salary measured by grant date value pursuant to the Company’s Omnibus Stock Plan as in effect from time to time or any successor plan thereto (the “Omnibus Stock Plan”), consistent with the timing of and documentation for the grant of annual awards to other executives of the Company, which shall be determined in the sole discretion of the Board or the Committee, as applicable.

4. Employee Benefits.

(a) Benefits. During the Employment Period, the Executive will be eligible to participate in all retirement, welfare and other benefit plans made available by the Company to its executives generally at levels no less favorable than those applicable to such executives. Such benefits will be governed in all respects in accordance with the terms of such plans as in effect from time to time. Nothing in this Section 4(a), however, will require the Company to maintain any benefit plan or provide any type or level of benefits to its current or former employees, including the Executive; provided, that, the Executive shall be treated no less favorably than other executives with respect to any amendments of plans or plan terminations.

(b) Expenses. The Company will reimburse the Executive for any expenses reasonably and necessarily incurred by the Executive during the Employment Period in furtherance of the Executive’s duties in accordance with such rules and policies relating thereto as the Company may from time to time adopt.

(c) Insurance; Indemnification. The Executive will be covered by such directors’ and officers’ liability insurance on no less favorable terms as directors and officers of the Company or any of its subsidiaries or Affiliates for which the Executive serves as a director or officer. The Executive will also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or any of its subsidiaries or Affiliates for which the Executive serves as a director or officer.

(d) Reimbursement of Attorney Fees. The Company shall reimburse the Executive for the attorney fees and related expenses arising out of the negotiation, drafting and execution of this Agreement in an amount not to exceed $25,000.

 

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5. Termination. Following the CEO Appointment Date, the Executive’s employment may be terminated at the earliest to occur of the following: (i) the date on which the Company provides notice to the Executive of her termination for “Disability” (as defined in the Omnibus Stock Plan); (ii) the date of the Executive’s death; (iii) the date on which the Company provides notice to the Executive of her termination for “Cause” (as defined below); (iv) the date on which the Company provides notice to the Executive of her termination without Cause; (v) the date which is ninety (90) days following the date on which Executive provides notice to the Company of her voluntary termination of employment other than with “Good Reason” (as defined below); or (vi) the applicable date set forth in the definition of Good Reason if such termination is by the Executive with Good Reason.

(a) For Cause; Voluntary Resignation by the Executive for Other than Good Reason; Death or Disability. During the Employment Period, if the Executive’s employment with the Company is terminated by the Company for Cause or as a result of the Executive’s death or Disability, or the Executive voluntarily resigns her employment other than with Good Reason, the Executive will not be entitled to any further compensation or benefits other than, in each case, if applicable as of the date of termination: (i) any accrued but unpaid Salary; (ii) in the case of a termination for death or Disability, the annual bonus and the equity award treatment in accordance with the terms and conditions of the AIP and the Omnibus Stock Plan and applicable award agreements; provided, that the employment requirement on the payment date under the AIP in respect of any plan year in which the Executive was employed with the Company on December 31 of such plan year, shall be waived; (iii) reimbursement for any expenses properly incurred and reported by the Executive prior to the date of termination in accordance with Section 4(b) hereof, payable on the Company’s first regularly scheduled payroll date which occurs at least 10 business days after the date of termination; and (iv) vested employee benefits (including accrued paid time-off), if any, to which the Executive may be entitled under the Company’s employee benefit plans described in Section 4(a) as of the date of termination (collectively, the “Accrued Rights”).

(b) Termination by the Company without Cause or Voluntary Resignation with Good Reason. During the Employment Period, if the Executive’s employment is terminated by the Company without Cause or the Executive voluntarily resigns her employment with Good Reason, then the Executive will be entitled to receive the Accrued Rights, and if (x) the Executive executes and does not revoke a general release of claims in a form substantially in the form set forth on Exhibit A attached hereto (the “Release”) within twenty-one (21) days (or such longer period as required by law) following the date of termination and (y) the Executive does not materially breach the restrictive covenants set forth in Sections 6 and 7 hereof (and any such breach is not cured within thirty (30) days following written notice by the Company to the Executive, if curable), then the Company shall pay or provide to the Executive the following:

(i) An amount equal to two (2) times the Executive’s Salary as in effect on such date of employment termination (or if greater, as in effect prior to the event giving rise to Good Reason), payable in a lump sum within sixty (60) days of the Executive’s termination of employment;

(ii) An amount equal to the Executive’s annual bonus based on actual performance as determined by the Committee (provided, that (x) no negative discretion shall be applied unless such application applies to the other officers of the Company as well and (y) the individual subjective goals (if applicable) shall be treated as attained at not less than target), pro-rated based on the Salary paid to the Executive through such date of employment termination in respect of the applicable plan year, payable in a lump sum at the same time bonuses are paid to active employees generally; provided, that the employment requirement on the payment date under the AIP in respect of completed plan years that have not yet been paid shall be waived if the Executive was employed on December 31 of such completed plan year;

 

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(iii) Notwithstanding the terms of the applicable award agreement, (x) the vesting in respect of 75% of any unvested portion of outstanding restricted share awards held by the Executive as of such date of employment termination will be accelerated and net-settled with respect to applicable withholding taxes within five business days following the later of the date the Company receives an executed Release or the expiration of any applicable revocation period and (y) 25% of any unvested performance share award held by the Executive as of such date of employment termination will continue to vest in accordance with the payment and vesting schedule set forth in the applicable award agreement; provided, that, to the extent a more favorable treatment of restricted share awards or performance share awards upon a termination without Cause and/or with Good Reason is set forth in an applicable award agreement or in the Omnibus Stock Plan, such treatment shall supersede the treatment set forth under this clause (iii); provided, further, that if the Committee approves a more favorable treatment for senior executives in respect of the equity awards, then such treatment shall also supersede the treatment set forth under this clause (iii); and

(iv) Subject to Executive’s eligibility for and election of continuation of group health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Company shall pay directly to the COBRA administrator the full amount of the premiums to continue the health insurance Executive had prior to the date of termination for Executive (and Executive’s eligible dependents, if applicable) for a period of eighteen (18) months following the date of termination.

(c) Good Reason. For purposes of this Agreement, the term “Good Reason” has the meaning set forth below; provided, that the Executive provides the Company with a written notice of termination (which shall set forth in reasonable detail the specific conduct of the Company that constitutes Good Reason) within sixty (60) days following the date that Executive obtains knowledge of or reasonably should have knowledge of the occurrence of the event constituting Good Reason. The Company shall have a period of thirty (30) days to cure such specific conduct (if curable). In no event shall the Executive have Good Reason to terminate employment if such act or failure to act has been cured within thirty (30) days after a notice of termination is delivered by the Executive to the Company.

(d) Resignation. Contemporaneously with the termination of the Executive’s employment with the Company for any reason, the Executive shall automatically resign from all offices and positions the Executive holds with the Company or any Affiliate or subsidiary without any further action on the part of the Executive or the Company; provided, however that the Executive shall timely execute any and all applicable documentation and take such actions as may be necessary or desirable to further effectuate the foregoing as reasonably requested by the Company.

 

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(e) Definitions.

(i) “Cause” shall mean any one or more of the following:

 

  (1)

any refusal by the Executive to perform her duties and responsibilities under this Agreement, as determined after investigation by the Board. The Executive, after having been given written notice by the Company, shall have seven (7) days to cure such refusal;

 

  (2)

any intentional act of fraud, embezzlement, theft or misappropriation of the Company’s funds by the Executive, as determined after investigation by the Board, or the Executive’s admission or conviction of a felony or of any crime involving moral turpitude, fraud, embezzlement, theft or misrepresentation;

 

  (3)

any gross negligence or willful misconduct of the Executive resulting in a financial loss or liability to the Company or damage to the reputation of the Company, as determined after investigation by the Board;

 

  (4)

any breach by the Executive of any one or more of the covenants contained in Sections 6, 7 or 8 hereof; or

 

  (5)

any violation of any rule, regulation or guideline imposed by the Company or a regulatory or self-regulatory body having jurisdiction over the Company, as determined after investigation by the Board.

The exercise of the right of the Company to terminate this Agreement pursuant to a termination of employment for Cause under Section 5(a) shall not abrogate any other rights or remedies of the Company in respect of the breach giving rise to such termination

(ii) “Good Reason” means the occurrence of any of the following without the Executive’s prior written consent: (a) a material reduction in compensation; (b) a material diminution of the Executive’s title, duties, power or authority, (c) relocation to an office more than 50 miles from the Executive’s established office or (d) the Company’s material breach of this Agreement.

6. Confidential Information.

(a) The Executive acknowledges that the successful development and marketing of the Company’s services and products, including the Company’s trading, clearing, market data, co-location, swap execution, regulatory reporting, pre- or post-trade and ancillary services related thereto (including, but not limited to, portfolio compression, instant messaging, quote aggregation and front end applications), current and potential customer and business relationships, and business strategies and growth and development plans requires substantial effort and expense. Such efforts generate for the Company valuable and proprietary information,

 

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which gives the Company a business advantage over others who do not have such information. The Executive acknowledges that (i) all Inventions (and any Intellectual Property Rights therein) (in each case, as hereinafter defined); trade secrets; patent applications; inventions and invention disclosures; know-how; works of authorship; design details and specifications; business plans, proposals and strategies; procurement requirements; employee, prospect and customer lists; trading, clearing, market data, location and trade repository methodologies; marketing plans, systems and programs; training materials; research databases; computer software; software programs including developments, features and specifications and source code; business and contractual relationships; business forecasts, information regarding customers, prospective customers and other third parties, including their requirements, preferences, practices and business conditions; cost and pricing information, sources of supply, research projects, new product and service developments; formulae, including as related to current and future proposed products or services; and other technical, business, and financial information of the Company Group not generally known to the public, and (ii) any other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which such information is known or used (the foregoing (i) and (ii) collectively, “Confidential Information”), are property of the Company or the applicable Company Group entity. Confidential Information shall not include information that becomes generally known to the public or within the Company’s industry other than as a result of the Executive’s acts or omissions to act in violation of this Agreement. The Executive further acknowledges that during the Executive’s employment by any entity of the Company Group, the Executive’s duties will expose the Executive to Confidential Information, whether generated by the Company Group or a third party, and the Executive understands and acknowledges that each and every component of the Confidential Information constitutes a protectable business interest of the Company Group. The Executive acknowledges that the Executive has and in the future will receive from third parties confidential, non-public and/or proprietary knowledge, data or information (“Third Party Information”) subject to a duty of a Company Group entity to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Executive’s employment with the relevant Company Group entity and thereafter, the Executive shall hold Third Party Information in confidence and will not disclose to anyone (other than Company Group personnel who need to know such information in connection with their work for the Company Group entity) or use, except in connection with performance of services for the Company Group entity, Third Party Information; provided, that the confidentiality of Third Party Information shall be subject to the same exceptions as provided herein for Confidential Information.

(b) Throughout the Executive’s employment with any entity of the Company Group in any role or position, and at all times thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all Company policies regarding Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose, or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties during the Executive’s employment with any entity of the Company; (iii) if the Executive learns that any person or entity is taking or threatening to take any action which would compromise any Confidential Information, to the extent legally permitted, the Executive shall promptly advise the Company of all facts

 

7


concerning such action or threatened action; (iv) the Executive shall not improperly use or disclose (including disclosure to the Company) confidential information or trade secrets, if any, of any former employer or any other person or entity to whom the Executive has an obligation of confidentiality, or incorporate any Intellectual Property Rights or other confidential or proprietary information or trade secrets of any former employer of the Executive or any third party into any Inventions or other existing or contemplated product or service of a Company Group entity (or otherwise use or exploit the foregoing in performing services for a Company Group entity in a manner that would, or would cause such Company Group entity to, infringe, misappropriate or otherwise violate the Intellectual Property Rights or other proprietary rights of any third party); (v) the Executive shall not disclose to a Company Group entity or any of its employees, contractors or agents any Third Party Information, or transfer, copy or download any Third Party Information onto any Company Group entity’s computers, information technology systems or storage devices; and (vi) the Executive shall not bring onto a Company Group entity’s premises (or download onto a Company Group entity’s computers, information technology systems or storage devices) any unpublished documents, materials or property belonging to a former employer or any other person or entity to whom the Executive has an obligation of confidentiality unless that former employer or person or entity has consented thereto in writing.

(c) At the request of the Company (or, without any request, upon termination of the Executive’s employment for any reason), the Executive shall promptly deliver to the Company: (i) all property of the Company that is then in the Executive’s possession, custody or control, including, without limitation, all keys, access cards, credit cards, computer hardware (including, but not limited to, any hard drives, diskettes, lap-top computers and personal data assistants and the contents thereof, as well as any passwords or codes needed to operate any such hardware), computer software and programs, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information, design information, specifications and plans, data base information and lists, mailing lists, notes, and any other property or information that the Executive has relating to the Company or any Company Group entity (whether those materials are in paper or computer-stored form), but not including de minimis items; and (ii) any and all documents or other items containing, summarizing, or describing any Confidential Information, including all originals and copies thereof. The Executive agrees that the Executive will follow all Company policies regarding Company property. The Executive is only authorized to access and use the Company’s computers, email, or related computer systems to pursue matters that are consistent with the Company’s business interests and within the scope of the Executive’s duties to the Company. The Executive recognizes that access or use of such systems to pursue personal business interests apart from the Company’s (whether or not harmful to the Company), to compete or to prepare to compete, or to otherwise intentionally harm the Company is unauthorized access, strictly prohibited, and may lead to civil and/or criminal penalties. Upon request, the Executive will provide for inspection any personal electronic storage devices that the Company believes may contain Confidential Information, consistent with applicable law, to permit the Company to confirm that the Executive has completely removed all Confidential Information from the devices. If the Executive stores any Company information with any service provider (e.g., Gmail, Dropbox, iCloud), the Executive consents to the service provider’s disclosure of such information to the Company. The Executive will, upon the Company’s request where allowed by law, execute any additional authorizations required by the service provider to disclose the Company’s information to the Company. Notwithstanding the foregoing, at all times the Executive shall be entitled to retain her contacts, calendars (provided that Executive will delete any Confidential Information from such calendars), personal correspondence and any information or documents reasonably necessary for the preparation of her tax returns.

 

8


(d) The Executive may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if the Executive sues the Company for retaliation based on the reporting of a suspected violation of law, the Executive may disclose a trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the Executive does not disclose the trade secret except pursuant to court order. Additionally, nothing in this Agreement is intended to prohibit or restrict the Executive from (i) communicating with the Executive’s attorney, tax advisor or financial advisor or otherwise requesting or receiving confidential legal advice, tax advice or financial advice, (ii) communicating with a government or regulatory agency such as the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Illinois Department of Human Rights, or any other federal, state or local agency regarding good faith allegations about possible violations of law, or otherwise initiating, testifying, assisting, complying with a subpoena from, or participating in an investigation or proceeding by such agency, without advance notice to the Company; recovering a whistleblower award; (iii) filing or disclosing facts necessary to receive unemployment insurance, Medicaid or other public benefits; (iv) disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment; or (v) making any truthful statements or disclosures required by law, regulation or legal process or governmental or regulatory investigation or that is reasonably appropriate pursuant to any legal process between the Executive and the Company or any of its Affiliates or subsidiaries.

7. Restrictive Covenants. The Executive agrees and acknowledges that the obligations not to use or disclose trade secrets or Confidential Information, and other provisions above, standing alone, are insufficient to protect the Company’s legitimate business interests since some post-employment activities would, by their nature, be likely to compromise trade secrets (regardless of intent) and cause damage to goodwill and customer relationships in ways that would be difficult if not impossible to detect and otherwise remedy effectively; accordingly, the parties further agree as follows:

(a) Employee Interference. During the Employment Period and for a period of twelve (12) months after the Executive’s employment with the Company terminates, regardless of which party ends the employment relationship or why (the “Restricted Period”), the Executive shall not, without the Company’s prior written consent, either individually or on behalf of or through any third party, directly or indirectly (other than pursuant to Executive’s proper performance of her duties for the Company): (i) Solicit, entice or persuade or attempt to Solicit, entice or persuade any Company Group employees or consultants with whom the Executive had material contact as a result of the Executive’s employment with the Company in any role or position during the Look Back Period to any Company Group entity to leave the service of such Company Group entity for any reason; or (ii) employ, cause to be employed or Solicit the

 

9


employment of, any Company Group employee or exclusive consultant with whom the Executive had material contact as a result of the Executive’s employment with the Company in any role or position during the Look Back Period while any such person is providing services to the Company Group, or within one (1) year after any such person has ceased providing services to the Company Group (for purposes of this Section 7(a), “employ” shall include full-time employment, part-time employment, temporary employment, services as a consultant or independent contractor or any other services for which income or any other form of remuneration is received). The Executive acknowledges and agrees that the Company invests a substantial amount of time and money in recruiting and training, and that the Company shares Confidential Information with its employees, consultants and independent contractors. The Executive further acknowledges and agrees that the restrictions contained in this Section 7(a) are reasonable and necessary to protect the Company Group’s legitimate interests in its employee relationships, goodwill, Confidential Information, workforce stability and other legitimate business interests of the Company, and to prevent unfair competition. This Section 7(a) shall not prohibit the Executive from placing (or causing to be placed) general advertisements or engaging in employee searches, in each case, not targeted at employees or consultants of the Company Group or from providing a reference, upon request.

(b) Customer Interference. During the Restricted Period, the Executive will not, directly or indirectly, whether for the Executive’s own account or for the account of any other person, firm, corporation or business organization, Solicit a Customer (other than pursuant to Executive’s proper performance of her duties for the Company) to (i) cease or reduce doing business with the Company Group or (ii) do business with a Competing Business. The Executive acknowledges and agrees that this restriction is necessary to protect trade secrets, Confidential Information, goodwill and other legitimate business interests of the Company Group. The Executive acknowledges and agrees that the geographic limitation of this restriction is reasonable because it is inherently limited to the locations and places of business where the Customers do business; however, if an additional geographic limitation is deemed required by law for enforcement, then this restriction shall be limited to the Territory. This Section 7(b) shall not prohibit the Executive from placing (or causing to be placed) general advertisements seeking customers, not targeted at Customers.

(c) Non-Competition. During the Restricted Period, the Executive will not, whether as an employee, officer, director, partner, investor, consultant, advisor, spokesperson, endorser, or otherwise, directly or indirectly, within the Territory, provide services to a Competing Business that are the same as, or similar to, the services the Executive provided the Company at any time during the Employment Period to a Competing Business. This Section 7(c) shall not prohibit the Executive from passively holding up to two percent (2%) of the equity securities of any entity or from holding passive interests in private equity funds, hedge funds, venture capital funds and other similar private funds. Notwithstanding the foregoing, the Executive shall not be prevented from providing services to any person, corporation, or firm who or which, (x) is engaged in a Competing Business, if such service relationship is restricted solely to one or more distinct portions of the operations and business of such person, corporation or firm, (y) such distinct portions do not engage in and/or are not preparing to engage in a Competing Business, and (z) the Executive undertakes not to, and does not, have any substantive discussion with management regarding, or participate in, the governance, management or operations of such person, corporation or firm, or any business segments thereof, that engage in or are actively preparing to engage in a Competing Business; provided, however, that the Executive shall obtain written consent from the Company to perform such duties should this Section 7(c)(z) apply and the Company shall in good faith not unreasonably withhold, delay or condition such consent.

 

10


(d) Non-Disparagement. The Executive further agrees that the Executive will not, at any time during the Employment Period and for a period of five (5) years immediately following the termination of the Executive’s employment with the Company, make any statements, (whether orally or in writing) that disparage, denigrate or malign the Company or any businesses, activities, operations or the reputations of any of the entities of the Company or their respective directors, officers, managers, executives, representatives, or significant shareholders. Likewise, following the termination of the Executive’s employment with the Company and following a written request by the Executive to the Lead Director, the Company will instruct its current executive officers and current members of the board of directors of the Company not to make any statements, (whether orally or in writing) that disparage, denigrate or malign the Executive. The Company further agrees not to issue or authorize any public official statements that disparage, denigrate or malign the Executive. Notwithstanding the foregoing, nothing in this Agreement shall preclude any person from making truthful statements or disclosures (i) to a court or arbitrator in any legal proceeding and/or that is reasonably necessary pursuant to applicable law, regulation, or legal process or governmental or regulatory investigation, (ii) in confidence to a professional advisor for the purpose of securing professional advice; (iii) with respect to the Executive, in the course of performing the Executive’s duties during the Employment Period (e.g., performance reviews), and (iv) that are otherwise permitted under applicable laws.

(e) Review Period; Adequacy of Consideration. The Company advises the Executive to consult with an attorney of the Executive’s choice before agreeing to the covenants set forth in Sections 6 and 7 of this Agreement. The Executive acknowledges and agrees that the Executive has had up to fourteen (14) calendar days from the date the Executive first received this Agreement to consider its terms. However, the Executive may sign and return this Agreement sooner if the Executive wishes. By entering into this Agreement, the Executive acknowledges and agrees that the Executive (i) has been given the opportunity to seek the advice of counsel, (ii) has carefully read and fully understands all of the restrictions set forth in Sections 6 and 7, and (iii) is entering into this Agreement knowingly, freely and voluntarily in exchange for good and valuable consideration to which the Executive would not otherwise be entitled. The Executive further agrees and acknowledges that the restrictions set forth in Sections 6 and 7 are in consideration of (x) the Executive’s employment by the Company during the Employment Period, and (y) additional good and valuable consideration as set forth in this Agreement, including but not limited to, the Executive’s participation in the AIP and Omnibus Stock Plan, the receipt and sufficiency of which are hereby acknowledged to be adequate consideration under the Illinois Freedom to Work Act, 820 ILCS 90.

(f) Additional Covenants. The Executive acknowledges and agrees that the restrictions contained in the U.S. Confidentiality & Non-Compete Agreement, dated October 3, 2024 shall remain in full force and effect until the CEO Appointment Date and upon the CEO Appointment Date shall be superseded by the covenants herein.

 

11


(g) Additional Definitions. For purposes of this Agreement:

(i) “Affiliate” shall mean any entity that controls, is controlled by, or is under common control with the Company, other than (i) an entity which is otherwise unrelated to the Company and is an affiliate of an entity which controls the Company, or (ii) a third-party entity that controls the Company following a Change in Control (as defined in the Omnibus Stock Plan).

(ii) “Company Group” means the Company, together with its subsidiaries and Affiliates.

(iii) “Competing Business” means any entity engaging directly or indirectly in one or more of the following business activities that are the same or substantially similar to the business activities of the Company or any of its subsidiaries: (x) acting as a trading facility or otherwise providing trading services for derivatives or derivatives-related, foreign exchange or foreign exchange-related or fixed income or fixed income-related products (including, but not limited to, derivative exchanges, swap execution facilities, multilateral trading facilities and organized trading facilities); (y) providing clearing services, market data or market data services, co-location services, regulatory reporting services or pre- or post-trade services; and/or (z) providing any ancillary services related thereto (including, but not limited to, portfolio compression, instant messaging, quote aggregation and front end applications). Competing Business also includes any entity engaged in any other business activity in which the Company or any of its subsidiaries has developed plans to engage in during the Look Back Period or in which the Company or any of its subsidiaries is engaged in at the time the Executive terminates employment. Notwithstanding the foregoing, an entity will only be a Competing Business in relation to the Executive to the extent that the Executive has been involved in or concerned with the relevant business activities or if the Executive received Confidential Information about the relevant business activities at any time during the Look Back Period.

(iv) “Customer” means a person or entity that has an ongoing business relationship or prospective business relationship with a Company Group entity, and with whom or which the Executive had material contact with, or learned Confidential Information about, in the Look Back Period.

(v) “Lookback Period” means the twelve (12) month period immediately preceding the Executive’s termination of employment with the Company.

(vi) “Solicit” and related terms such as “soliciting” or “solicitation” mean to knowingly engage in acts or communications, directly or through others, that are intended or can reasonably be expected to induce or encourage a particular responsive action (such as buying a good or service), regardless of which party first initiates the contact or communication or whether the communication is in response to an inquiry or not.

(vii) “Territory” means:

 

  (1)

The United States; and

 

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  (2)

Any such other country:

 

  (A)

In relation to which the Executive had conducted, pursued or promoted business on behalf of the Company; or

 

  (B)

over which the Executive had retained a responsibility for the conduct, pursuit, or promotion of business on behalf of the Company; or

 

  (C)

In relation to which the Executive had performed duties on behalf of the Company; or

 

  (D)

In which the Company products or services that the Executive either was involved with or had Confidential Information about during the Look Back Period are available to Customers.

8. Assignment of Inventions.

(a) During and (solely to permit a determination by the Company, acting reasonably and in good faith, as to whether or not any such post-employment Inventions and Intellectual Property Rights should be assigned pursuant to this Section 8(a), which information the Company will treat as confidential) for ninety (90) days after the Executive’s employment with the Company, the Executive shall promptly disclose, and the Executive agrees that, any and all right, title and interest in and to any and all writings, inventions, designs, discoveries, works of authorship, creations, ideas, developments, improvements, technology, discoveries, processes, techniques, methods, methodologies, formulas, concepts, research, proposals, reports, materials, software, written works, computer programs, code, documentation and all other work product of any nature whatsoever that are created, developed, prepared, produced, authored, edited, amended, conceived or reduced to practice by the Executive while employed by the Company and for 90 days thereafter, individually or jointly with others that relate in any way to the businesses or contemplated businesses, products, services, activities, research or development of any Company Group entity, or that arise out of or result from any work performed by the Executive for any Company Group entity, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Inventions”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights therein arising in any jurisdiction throughout the world (whether registered or unregistered) and all related rights of priority under international conventions with respect thereto, including, without limitation, all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the relevant Company Group entity. The Executive acknowledges that, by reason of being employed by a Company Group entity at the relevant times, to the extent permitted by law, all of the Inventions consisting of copyrightable subject matter is and shall be deemed “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the relevant Company Group entity. To the extent that any right, title or interest in any Inventions or Intellectual Property Rights do not automatically vest in the relevant Company Group entity as a

 

13


“work made for hire,” the Executive hereby irrevocably assigns to the relevant Company Group entity, for no additional consideration, the Executive’s entire right, title, and interest in and to all Inventions and Intellectual Property Rights therein, including, without limitation, the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, dilution or other violation thereof, and all rights corresponding thereto throughout the world. To the extent any copyrights are assigned under this Agreement, to the fullest extent allowable under any applicable laws, the Executive hereby irrevocably waives any so-called “moral rights” or “droit moral” and similar rights of attribution and integrity with respect to all Inventions and all Intellectual Property Rights therein. During and after the Executive’s employment with a Company Group entity hereunder, the Executive agrees to reasonably cooperate with the relevant Company Group entity to apply for, obtain, perfect and evidence the relevant Company Group entity’s ownership and other rights in, and transfer to the Company Group entity the Inventions and all Intellectual Property Rights in the Inventions in any jurisdiction in the world and maintain, protect and enforce the same. Other than in the event of a bonafide dispute, the Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in the Executive’s name and to do all other lawfully permitted acts to transfer the Inventions to the relevant Company Group entity and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the relevant Company Group entity’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity. To the extent any Inventions or any Intellectual Property Rights therein are not assignable to the Company in accordance with this Section 8(a), the Executive hereby grants to the Company entities a royalty-free, fully paid-up, irrevocable, perpetual, transferable, worldwide, non-exclusive license, with the right to grant sublicenses (through multiple tiers), to make, have made, modify, develop, create derivative works based on, adapt, enhance, use, practice, display, perform, sell, offer for sale, copy, reproduce, distribute, import, export, commercialize, use and otherwise exploit any such Inventions and Intellectual Property Rights. For avoidance of doubt, the obligations in this Section 8(a) apply to any Inventions, whether or not the Inventions are created, originated, developed or conceived of by the Executive solely or jointly with others, or during business hours or on personal time, and whether or not the Inventions are protected or protectible under applicable laws relating to Intellectual Property Rights. Any expense incurred pursuant to this Section 8(a) shall be borne by the Company.

(b) Notwithstanding anything else in this Agreement, the Executive understands that Section 8(a) shall not apply to general know-how or to an invention for which no equipment, supplies, facilities, trade secret information or any other Confidential Information or Intellectual Property Rights of any Company Group entity were used and which was developed entirely on the Executive’s own time, unless the know-how or invention (i) relates at the time of conception or reduction to practice to a business of the Company entities or a Company Group entity’s actual or demonstrably anticipated research or development, or (ii) arises out of or results from any work the Executive performs or has performed for a Company Group entity.

 

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9. Acknowledgments of the Parties. The parties agree and acknowledge that the restrictions contained in Sections 6 and 7 are reasonable in scope and duration and are necessary to protect the Company. If any provision of Sections 6 and 7 as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other circumstances or the validity or enforceability of any other provisions of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and/or to delete specific words or phrases and in its reduced form, such provision shall then be enforceable and shall be enforced. The Executive agrees and acknowledges that the breach of Sections 6 and 7 could cause irreparable injury to the Company, and upon breach of any provision of such Sections, the Company shall be entitled to seek injunctive relief (without the necessity of posting a bond), specific performance or other equitable relief; provided, however, that such remedies shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages and reimbursement of the severance benefits paid to the Executive under Section 5(b)).

10. Notices. All notices, requests, demands, claims or other communications hereunder shall be in writing and shall be deemed given if delivered by certified or registered mail (first class postage pre-paid), hand delivery, guaranteed overnight delivery or email, to the following addresses (or to such other addresses which such party shall designate in writing to the other parties):

To the Company:

Board of Directors

c/o Lead Director

CME Group Inc.

20 South Wacker Drive

Chicago, IL, USA, 60606

With a copy to:

Jonathan Marcus

Senior Managing Director and General Counsel

CME Group Inc.

325 7th Street, NW

Washington, District of Columbia 20004

Email: [email protected]

To the Executive:

At the address shown in the Company’s personnel records.

With a copy to:

Michael S. Katzke

Katzke Miller & Morgenbesser LLP

Email: [email protected]

 

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11. Amendment, Waiver, Remedies. This Agreement may not be modified, amended, supplemented, extended, canceled or discharged, except by written instrument executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against each other.

12. Assignment. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by her. The Company may assign its rights, together with its obligations hereunder, to any of its Affiliates or subsidiaries (provided, that the Company shall remain secondarily liable for its obligations hereunder), or any successor thereto.

13. Severability; Survival. In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then such unenforceable provision shall be deemed modified so as to be enforceable to the maximum extent possible (or if not subject to modification then eliminated herefrom) for the purpose of those procedures to the extent necessary to permit the remaining provisions to be enforced. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein will survive the termination or expiration of this Agreement, including, without limitation, the provisions of Sections 6 and 7 of this Agreement.

14. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

15. Tolling. In the event of any violation by the Executive of the restrictions set forth in Sections 6 and 7, the Executive agrees that the post-termination restrictions set forth in Sections 6 and 7 shall be extended by a period of time equal to the period of such violation with respect to the restriction so violated, it being the intent of the parties hereto that the running of the Restricted Period will be tolled during any period of such violation, so long as the Company takes prompt action to enforce such restriction upon becoming aware of such violation.

16. Governing Law; Venue. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Illinois applicable to contracts executed and to be wholly performed within such State. Any claim or other controversy, claim or dispute, whether based in contract, tort, statute or any other legal or equitable theory, arising out of or relating to this Agreement, shall be brought and determined in a court in Cook County in the State of Illinois.

17. Agency. Nothing herein shall imply or shall be deemed to imply an agency relationship between the Executive and the Company.

 

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18. Conflicts. In the event of any material and adverse conflicts between this Agreement and any other plan, rule, policy or procedure of the Company, the terms and conditions of this Agreement shall control and supersede any other such plans, rules, policies or procedures.

19. Withholding. Notwithstanding any other provision of this Agreement, the Company shall withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

20. Section 409A. It is the Company’s intent that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and regulations and other guidance issued thereunder (“Section 409A”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, (i) no amounts shall be paid to the Executive under Section 5(b) of this Agreement until the Executive would be considered to have incurred a separation from service from the Company within the meaning of Section 409A of the Code, and (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month period immediately following the Executive’s separation from service shall instead be paid within thirty (30) days following the date that is six (6) months following the Executive’s separation from service (or death, if earlier). Each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement, which constitutes deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to avoid accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one (1) year may not effect amounts reimbursable or provided in any subsequent year. Notwithstanding anything herein to the contrary, in no event shall the timing of the Executive’s execution of the release described in Section 5(b), directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the general release could be made in more than one (1) taxable year, payment shall be made in the later taxable year.

* * * *

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

CME GROUP INC.,
/s/ Rahael Seifu
Rahael Seifu
Chair of the Compensation Committee
EXECUTIVE
/s/ Lynne C. Fitzpatrick
Lynne C. Fitzpatrick

 

[Signature Page]

Exhibit 99.1

 

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   Media Contacts    Investor Contact
   Laurie Bischel, 312.292.1937    [email protected]
   [email protected]    CME-G
   www.cmegroup.mediaroom.com   

CME Group Terry Duffy Will Step Down as Chief Executive Officer and Transition to Executive Chairman of the Board in March 2027; President and CFO Lynne Fitzpatrick Will Be Appointed CEO

CHICAGO, June 17, 2026 – CME Group, the world’s leading derivatives marketplace, today announced its longest-serving Chairman and Chief Executive Officer Terry Duffy will transition to Executive Chairman on March 1, 2027. Lynne Fitzpatrick, currently President and Chief Financial Officer, will be named Chief Executive Officer and will join the CME Group Board of Directors at that time.

Duffy has been at the helm of CME Group for more than 25 years when he was appointed Chairman in 2002, then Executive Chairman in 2006 and Chairman and Chief Executive Officer in 2016. Throughout his tenure, Duffy has led the company, and in turn the industry, through significant and ongoing transformation. He built a global trading powerhouse that traded an average daily volume of 28.1 million contracts last year and commands a market cap of more than $95 billion, up more than 8,000% since Duffy took the company public in 2002.

Under Duffy’s leadership, CME Group transitioned from floor-based to electronic trading and became the first U.S. exchange to go public. He successfully completed the industry’s first merger with cross-town rival the Chicago Board of Trade in 2007, a combination that few believed would come to fruition and an achievement that was quickly followed by the acquisition of the New York Mercantile Exchange in 2008. He also guided the company through times of turbulence including the global financial crisis of 2008 and the downfall of trading firm MF Global. His long, proven track record of innovation continues and has included the 2018 acquisition of NEX, a landmark partnership with Google Cloud in 2021, and a groundbreaking venture with FanDuel in 2025 that expands the reach of CME Group benchmark products to a new audience of millions of potential U.S. retail traders.

“Leading CME Group through more than 25 years of transformative growth has been among the highest honors of my life,” said Duffy. “Since first stepping onto the trading floor in the 1980s, I have been a believer that strong, transparent and regulated markets are a powerful force in driving progress for economies, businesses and individuals. Together with my Board, colleagues both past and present, and our employees across the globe, I am proud to have played a role in turning my conviction into history, as CME Group has grown from a Chicago institution to a true global powerhouse – all while generating billions in daily efficiencies for market users globally.


“I am pleased our company is so well positioned and have never been more optimistic about its future potential. As I begin this transition to Executive Chairman, I look forward to working even more closely with Lynne, our soon-to-be CEO, to deliver enhanced benefits to our clients and new value for our shareholders. With more than 20 years of strategic and financial expertise and strong leadership abilities, Lynne is the right person at the right time. She will continue moving our company forward for our clients, shareholders and our entire global team.”

“On behalf of the CME Group Board, I thank Terry for his tremendous leadership, not only as the longest running Chairman and CEO in our company’s history, but also as the foremost champion of our business, our markets and the global futures industry,” said Charlie Carey, Lead Director of the CME Group Board of Directors. “As a friend and colleague for more than 40 years, I’ve had a front row seat to watch Terry successfully deploy the strategic vision that has propelled CME Group into one of the strongest global financial services organizations in the world. We are pleased he will remain as Executive Chairman to work with Lynne, a strong, accomplished leader in her own right, as she steps into the role of CEO and continues to build and expand our company’s leading position in this very dynamic marketplace.”

Fitzpatrick said, “It is my privilege to have been able to work with and learn from Terry over the last 20 years, and I am honored to have the opportunity to succeed him as CEO next March. I appreciate the confidence that he and the Board have placed in me, and I look forward to working with our investors, clients and employees around the world as we grow our core business and create value for our shareholders.”

Duffy Biographical Information

A leading voice of the financial industry, Duffy joined CME Group as a runner in the lean hog pit in 1980. He purchased a seat to become a member and founded his trading company, TDA Trading, in 1981. Duffy joined the Board of Chicago Mercantile Exchange in 1995, was named Vice Chairman in 1998 and Chairman in 2002. He became Executive Chairman of the Board of CME Group in 2006, Executive Chairman and President in 2012, and was named to his current role of Chairman and CEO in 2016. He regularly testifies before Congress on key issues facing derivatives markets, clients and global market users. He has been named FOW’s International CEO of the Year, one of TabbFORUM’s 40 Innovators in Financial Markets, a member of the Futures Industry Association’s Hall of Fame and included in Crain’s Who’s Who in Chicago Business. Under his leadership, CME Group has received a wide range of industry awards recognizing the company, clearing house, technology, product innovation and brand value.

Duffy was inducted into the Futures Industry Hall of Fame by the Futures Industry Association in 2025. He was appointed by President Bush and confirmed by the U.S. Senate in 2003 to join the Federal Retirement Thrift Investment Board (FRTIB), a position he held until 2013.

He serves as Co-Chair of the Mayo Clinic Greater Chicago Leadership Council and is a Board member of the CME Group Foundation.


He attended the University of Wisconsin-Whitewater and received a Doctor of Public Service, honoris causa, from Saint Xavier University and a Doctor of Humane Letters from DePaul University.

Fitzpatrick Biographical Information

Fitzpatrick was appointed President and Chief Financial Officer in 2024. She previously served as Chief Financial Officer since 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer since 2017.

Since joining CME Group in 2006, Fitzpatrick has held a variety of positions with increasing levels of responsibility within the organization. She previously worked as an investment banker at Credit Suisse and UBS.

Fitzpatrick has been named to Crain’s 40 Under 40 and recognized as one of Crain’s Chicago Business Notable Leaders in Finance.

She holds a bachelor’s degree in economics from Brown University and an MBA from the University of Chicago Booth School of Business.

As the world’s leading derivatives marketplace, CME Group (www.cmegroup.com) enables clients to trade futures, options, cash and OTC markets, optimize portfolios, and analyze data – empowering market participants worldwide to efficiently manage risk and capture opportunities. CME Group exchanges offer the widest range of global benchmark products across all major asset classes based on interest rates, equity indexes, foreign exchange, cryptocurrencies, energy, agricultural products and metals. The company offers futures and options on futures trading through the CME Globex platform, fixed income trading via BrokerTec and foreign exchange trading on the EBS platform. In addition, it operates one of the world’s leading central counterparty clearing providers, CME Clearing.

CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex, and E-mini are trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc. COMEX is a trademark of Commodity Exchange, Inc. BrokerTec is a trademark of BrokerTec Americas LLC and EBS is a trademark of EBS Group LTD. The S&P 500 Index is a product of S&P Dow Jones Indices LLC (“S&P DJI”). “S&P®”, “S&P 500®”, “SPY®”, “SPX®”, US 500 and The 500 are trademarks of Standard & Poor’s Financial Services LLC; Dow Jones®, DJIA® and Dow Jones Industrial Average are service and/or trademarks of Dow Jones Trademark Holdings LLC. These trademarks have been licensed for use by Chicago Mercantile Exchange Inc. Futures contracts based on the S&P 500 Index are not sponsored, endorsed, marketed, or promoted by S&P DJI, and S&P DJI makes no representation regarding the advisability of investing in such products. All other trademarks are the property of their respective owners.

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