Exhibit 10.17
Chicago Mercantile Exchange Inc.
Registration Statement on Form S-4
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
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Reference is ▇▇▇▇▇▇ made to the Employment Agreement entered into between
the CHICAGO MERCANTILE EXCHANGE ("CME") and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") on
October 27, 1998 ("Agreement"). This Third Amendment supercedes the prior First
and Second Amendments.
The Agreement is hereby amended as follows:
1. Subparagraph c of Paragraph 5. - Payment Upon Termination or Expiration.
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Subparagraph c of Paragraph 5 is hereby deleted and replaced in its
entirety with the following provision.
In the event of termination by ▇▇▇▇▇▇▇ pursuant to Paragraph 4.d of this
Agreement, and provided that such termination does not take place prior to
April 1, 2000, the CME shall:
(i) pay ▇▇▇▇▇▇▇, within thirty days of such termination, a lump sum
payment, in cash, of $640,385, less appropriate withholding
representing: (A) ▇▇▇▇▇▇▇'s base salary for a one (1) year period
following such termination (the "Continuation Period"); and (B)
▇▇▇▇▇▇▇'s accrued and unused vacation days as of his date of
termination. No vacation shall accrue during the Continuation
Period.
(ii) pay ▇▇▇▇▇▇▇, within thirty days of such termination, a lump sum
payment, in cash, equal to his then-current non-vested amounts in
the following plans: Tax Efficient Savings Plan (401K Plan); Pension
for Employees of the Chicago Mercantile Exchange; Senior Management
Supplemental Deferred Savings Plan; and Supplemental Executive
Retirement Plan, less appropriate withholding deductions.
(iii) during the Continuation Period, provide Arditti and any covered
dependents with continued coverage under the CME's health, dental
and vision insurance program in effect for active employees;
provided, however, that effective at the end of the Continuation
Period, health, dental and vision insurance benefits will be
provided to Arditti and any covered dependents pursuant to the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"), as set
forth in Section 4980B of the Internal Revenue Code of 1986, as
amended, and in Sections 601 through 609 of the Employee Retirement
Income Security Act. ▇▇▇▇▇▇▇'s contribution and the CME's
contribution toward the cost of the foregoing
coverages shall be determined and paid as though ▇▇▇▇▇▇▇'s
employment with the CME continued through the end of the
Continuation Period. The foregoing insurance coverages will earlier
terminate upon Arditti obtaining other employment which offers
comparable health insurance coverage and when he first becomes
eligible for such coverage. ▇▇▇▇▇▇▇ agrees that he will promptly
notify the CME upon obtaining such coverage from another employer.
Arditti shall have no duty to seek or obtain other employment.
(iv) during the Continuation Period, and subject to CME's discretion,
either reimburse Arditti for the cost of converting the life and
accidental death and dismemberment insurance programs referred to in
the Agreement in effect on the date of ▇▇▇▇▇▇▇'s termination to
individual coverage, or obtaining equivalent coverage individually,
or, where applicable, continuing individual coverage already in
place. It is understood and agreed that ▇▇▇▇▇▇▇'s coverage under the
CME's disability insurance plan will cease on the date of ▇▇▇▇▇▇▇'s
termination and that the CME has no obligation to provide or pay for
other disability coverage. The CME will cooperate with ▇▇▇▇▇▇▇,
(e.g., providing documentation) in his efforts to obtain at his
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expense individual disability coverage.
2. Paragraph 21. - Mutual General Releases.
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A new paragraph 21 is hereby added as follows:
Mutual General Releases. Except for a claim based upon an alleged breach
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of this Amendment or Section 7, 9 and 10 of the Agreement, ▇▇▇▇▇▇▇, for
himself and for his estate, heirs, personal representatives, executors,
administrators and assigns, hereby releases and forever discharges the CME,
any parent, subsidiaries and related and affiliated entities, and each of
its and their officers, directors, representatives, agents, employees,
related and participating members, insurers, as well as each of its and
their respective estates, heirs, personal representatives, executors,
administrators, successors and assigns (hereinafter collectively and
individually the "CME Releasees"), and the CME Releasees hereby release and
forever discharge ▇▇▇▇▇▇▇, his estate, heirs, personal representatives,
executors, administrators and assigns, from any and all rights, claims,
demands, debts, dues, sums of money, accounts, attorneys' fees, complaints,
judgments, executions, actions and causes of action of any nature
whatsoever, cognizable at law or equity, past, present or future, which
either party now has or claims, or might hereafter have or claim, against
the other party, based upon or arising out of any matter or thing
whatsoever from the beginning of the world through the date of this
Amendment, including, without limitation, any claim, action or cause of
action which was or is related to or arises out of ▇▇▇▇▇▇▇'s employment
with the CME, or his separation and/or resignation therefrom, or which is
based upon or arises under this Agreement, or any local, state, or federal
law dealing with employment, including without limitation Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act and the Age
Discrimination in
Employment Act, the Illinois Human Rights Act, ERISA or any common law tort
or contract claim.
The following provisions are applicable to and made a part of this
Agreement and the foregoing general release and waiver:
(i) ▇▇▇▇▇▇▇ does not release and waive any right or claim
which he may have under the Age Discrimination in Employment Act which
arises after the date of execution of this Third Amendment.
(ii) In exchange for this general release and waiver, Arditti
hereby acknowledges that he has received separate consideration beyond that
which he is otherwise entitled to under the CME policy, this Agreement, or
applicable law.
(iii) CME hereby expressly advises ▇▇▇▇▇▇▇ to consult with an
attorney of his choosing prior to executing this Third Amendment which
contains a general release and waiver.
(iv) ▇▇▇▇▇▇▇ has twenty-one (21) days from the date of
presentment to consider whether or not to execute this Third Amendment. In
the event of such execution, ▇▇▇▇▇▇▇ has a further period of seven (7) days
from such date in which to revoke said execution, notice of which must be
received by ▇▇▇▇▇ ▇▇▇▇▇▇▇ of the CME within such seven (7) day period.
A new paragraph 22 is hereby added as follows:
Paragraph 22. - The parties agree and acknowledge that this Amendment
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shall never be construed as an admission by either of them of any
liability, wrongdoing, or responsibility on their part.
A new paragraph 23 is hereby added as follows:
Paragraph 23. - The parties agree that they shall not disclose the
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existence of terms of this Agreement to any third party except that: (i)
with respect to ▇▇▇▇▇▇▇, his accountants, attorneys and spouse, each of
whom shall be bound as a condition of this Amendment by this
confidentiality provision or as may be required to comply with legal
process, and (ii) with respect to CME in the normal course of its business
reporting, or as may be required to comply with legal process and reporting
requirements.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth below.
CHICAGO MERCANTILE EXCHANGE
By: ________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, Chairman
Date: March 3, 2000
By: ________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Date: March 3, 2000