Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Employment Agreement
Cboe Global Markets, Inc. (the “Company”) entered into an amended and restated employment agreement, dated February 11, 2020 (the “Agreement”), with Edward T. Tilly, the Chairman, President and Chief Executive Officer of the Company. The material changes from Mr. Tilly’s prior employment agreement, which was dated May 16, 2019, include:
(a) establishing a new employment term lasting until December 31, 2022, which term will continue to be subject to automatic subsequent one-year renewal periods in the absence of notice from the parties (each a “Renewal Period”);
(b) providing for an annual base salary of $1,265,000, a 2020 target annual bonus of $2,087,250 payable in cash, and a 2020 target annual equity incentive compensation award with a value of $4,700,000;
(c) in the event of Mr. Tilly’s termination without cause or Mr. Tilly’s termination for good reason, providing for, in addition to the other benefits previously disclosed, vesting in full (not pro-rata) of Mr. Tilly’s then outstanding performance-based restricted stock unit awards (“PSUs”) at actual performance achieved; and
(d) in the event of Mr. Tilly’s voluntary termination without good reason, providing for: (i) payment of accrued but unpaid base salary through the date of termination; (ii) if not already paid prior to termination, payment of bonus equal to the bonus that Mr. Tilly would have received for the calendar year prior to which termination occurs, based on actual performance; (iii) if termination is on or after January 1, 2023, vesting in full (not pro-rata) of outstanding PSUs granted prior to January 1, 2023, at actual performance achieved; and (iv) if termination is after the completion of a Renewal Period, vesting in full (not pro-rata) of outstanding PSUs granted during such Renewal Period, at actual applicable performance achieved.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
CEO Award Agreements
On February 11, 2020, the Board of Directors of the Company approved forms of Performance-Based Restricted Stock Unit Award Agreements (the “Award Agreements”) for Mr. Tilly expected to be granted under the Second Amended and Restated Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) Long-Term Incentive Plan. The material changes from Mr. Tilly’s outstanding granted PSUs, include:
(a) in the event of Mr. Tilly’s retirement or voluntary termination of service on or after January 1, 2023, providing for vesting in full (not pro-rata) at actual performance achieved; and
(b) in the event of Mr. Tilly’s termination without cause or Mr. Tilly’s termination for good reason at any time, providing for vesting in full (not pro-rata) at actual performance achieved.
The foregoing description of the Award Agreements is only a summary and is qualified in its entirety by the full text of the Award Agreements, which are filed herewith as Exhibits 10.2 and 10.3 and are incorporated herein by reference.
