Exhibit 10.30
March _____ , 2002
Xx. Xxxxx X. Xxxxxx
President and Chief Executive Officer
Board of Trade of the City of Chicago, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxx:
We hereby refer to that certain Employment Agreement, dated as of February
20, 2001 (the "Employment Agreement"), by and between you and Board of Trade of
the City of Chicago, Inc. ("CBOT"). Capitalized terms used but not otherwise
defined in this letter agreement shall have the meanings set forth in the
Employment Agreement (references to "you" and to "Executive" herein refer to
you).
The purpose of this letter agreement is to (i) amend certain provisions of
the Employment Agreement related to the Performance Bonus and the timing of the
Walk-Away Period and (ii) clarify and confirm the parties' understanding of the
meaning of certain terms set forth in Appendix A to the Employment Agreement
related to the grant of appreciation rights in light of certain refinements to
the restructuring transactions currently contemplated by the CBOT (the
"Restructuring Transactions") and as described in Amendment No. 2 to the
Registration Statement on Form S-4, as filed by CBOT Holdings, Inc. ("CBOT
Holdings") on March [__], 2002 (as amended, the "Registration Statement").
Specifically, notwithstanding anything to the contrary set forth in Section
3(b) of the Employment Agreement, the parties hereto agree that for the fiscal
year ended December 31, 2002 and each fiscal year thereafter during the
Employment Period, the Board may, in its sole discretion, award a Performance
Bonus to Executive, which shall not be less than $500,000.00, following the end
of each such fiscal year based upon Executive's performance and the CBOT's (or,
if the Restructuring Transactions are completed, CBOT Holdings's) operating
results during such year, which shall be paid in a single lump sum during the
last calendar month of the fiscal year or the first calendar month of the
immediately following fiscal year.
In addition, notwithstanding anything to the contrary with respect to
timing set forth in Section 4(i) of the Employment Agreement, the parties hereto
further agree that at any time during the term of your Employment Agreement, as
amended by this letter Agreement, and prior to completion of the Restructuring
Transactions, upon (30) days written notice to the CBOT, Executive may terminate
the Employment Period and be entitled to receive the benefits provided for
therein. For purposes of Section 4(i) of the Employment Agreement, the
Restructuring Transactions shall be deemed to be completed on the date the CBOT
is demutualized, as described in the Registration Statement.
Last, the Restructuring Transactions contemplated that the CBOT would
demutualize by creating a stock, for-profit holding company, CBOT Holdings, and
distributing shares of common stock of CBOT Holdings to the current CBOT
members, while maintaining
Xx. Xxxxx X. Xxxxxx
March __, 2002
Page 2
the CBOT as a nonstock, corporate subsidiary of CBOT Holdings ("CBOT
Subsidiary"). In connection with the Restructuring Transactions, the current
members of the CBOT would receive both (1) common stock of CBOT Holdings, which
correspondence to the "Class A common stock" referenced in the Employment
Agreement and (2) Series B-1, Series B-2, Series B-3, Series B-4 and Series B-5
Class memberships (i.e., in respect of the current Full, Associate, GIM, IDEM,
and COM memberships, respectively) in the CBOT Subsidiary, which corresponds to
the "Class B common stock" or applicable series thereof referenced in the
Employment Agreement. In addition, each Full Member would receive a Class C
membership in the CBOT Subsidiary, which corresponds to the Chicago Board
Options Exchange "exercise right" associated with each share of Series B-1,
Class B common stock referenced in the Employment Agreement.
In connection therewith, the parties hereto agree that all references in
the Employment Agreement, including Appendix A thereto, to the Class A common
stock and the Class B common stock (and any applicable series thereof) of the
CBOT shall be deemed to be references to the common stock of CBOT Holdings and
the Class B memberships (and any applicable series thereof) in the CBOT
Subsidiary, respectively. In addition, one Class C membership in the CBOT
Subsidiary shall be included as Covered Equity in each of the Class A-1A and
Class A-1B Appreciation Units. The fair market value of Class C memberships in
the CBOT Subsidiary shall be determined in the same manner as memberships in the
CBOT prior to completion of the Restructuring Transactions or Class B
memberships in the CBOT Subsidiary following completion of the Restructuring
Transactions and the number of Class C memberships shall be subject to
adjustment in the same manner as the common stock of CBOT Holdings and Class B
memberships in the CBOT Subsidiary.
For purposes of this letter agreement, Paragraphs 13, 14, 15, 16, 17, 18
and 19 of the Employment Agreement shall be incorporated by reference herein.
Except as otherwise provided in this letter agreement, all provisions of the
Employment Agreement are affirmed in all respects and remain in full force and
effect.
Very truly yours,
BOARD OF TRADE OF THE CITY OF
CHICAGO, INC.
__________________________________________
By: Xxxxxxxx X. Xxxxxxxx
Its: Chairman
Accepted and Agreed to this
[____] day of March, 2002:
XXXXX X. XXXXXX
_________________________________________
