01—Abstract
Summary
Summary of the 8-K filed October 6, 2010. Cited figures are marked; the original filing is the authoritative source.
Cboe Global Markets, Inc. (CBOE) announced the adoption of the CBOE Holdings, Inc. Executive Severance Plan, effective January 1, 2011.
This plan is designed to provide a structured severance package for several key executives in the event of an Involuntary Termination, which includes termination by the company without Cause or by the executive for Good Reason. The severance benefits are substantial, including accrued salary and vacation, a pro-rated bonus, two years of base salary and target bonus, and up to 18 months of COBRA premium coverage, with an additional six months of retiree medical premiums for eligible executives. Furthermore, specific senior executives, namely Messrs.
DuFour, O'Connell, and Provost, are entitled to enhanced death and disability benefits, mirroring the severance structure but applicable in cases of death or disability. These three executives have also agreed to non-compete and non-solicitation clauses for two years post-termination. The filing also notes specific provisions for Timothy H.
Thompson and Joanne Moffic-Silver regarding termination consultation with the Regulatory Oversight Committee, and for Richard G. DuFour concerning accelerated vesting and exercise of stock options upon retirement at age 65. This plan aims to provide executive retention and security while ensuring a degree of continuity in the event of leadership changes.
02—Key points
Key Highlights
- CBOE Global Markets has adopted an Executive Severance Plan effective January 1, 2011.
- The plan provides severance benefits for specified executives upon Involuntary Termination (termination without Cause or for Good Reason).
- Severance includes accrued benefits, pro-rated bonus, two times base salary and target bonus, and extended COBRA/retiree medical premium coverage (up to 24 months total).
- Specific senior executives (DuFour, O’Connell, Provost) are eligible for enhanced death and disability benefits, including the same severance multiples.
- Messrs. DuFour, O’Connell, and Provost have agreed to two-year non-compete and non-solicitation provisions.
- Special provisions are in place for termination consultation (Thompson, Moffic-Silver) and stock option vesting upon retirement (DuFour).
03—Questions
Frequently Asked Questions
What is the primary purpose of the CBOE Holdings, Inc. Executive Severance Plan?
The primary purpose of the plan is to provide a defined set of severance benefits to eligible executives in the event of their termination under specific circumstances, such as termination by the company without cause or resignation for good reason. It also aims to ensure continuity and security for key leadership personnel.
What constitutes an 'Involuntary Termination' under this plan?
An Involuntary Termination includes two scenarios: (1) termination of an executive by the Employer (CBOE or its subsidiary) without Cause, and (2) termination by the executive for Good Reason. The plan documents define 'Cause' and 'Good Reason'.
How long will executives receive COBRA and retiree medical premium coverage?
Executives are entitled to have their COBRA premiums paid by the Employer for 18 months following their termination. If they are eligible and enroll in the Employer's retiree medical plan after this period, the Employer will pay those premiums for an additional six months, totaling up to 24 months of health insurance premium support.
Are there any additional benefits for specific executives?
Yes, Messrs. DuFour, O’Connell, and Provost are entitled to enhanced death and disability benefits, structured similarly to the severance package. Additionally, these three executives are subject to non-compete and non-solicitation agreements for two years post-employment. Mr. DuFour also has specific provisions for stock option vesting and exercise upon retirement at age 65.
04—Continue