Exhibit 10.2
CME GROUP INC. ANNUAL INCENTIVE PLAN
(As Amended and Restated effective October 2, 2023)
1. Purpose. The purpose of the CME Group Inc. Annual Incentive Plan is to align the
interests of Company management with those of the shareholders of the Company by encouraging management to achieve goals intended to increase shareholder value.
2. Definitions. The following terms, as used herein, shall have the following meanings:
(a) Award shall mean an incentive compensation award, granted pursuant to the Plan, which is contingent
upon the attainment of Performance Factors with respect to a Performance Period.
(b) Board shall
mean the Board of Directors of the Company.
(c) Committee shall mean the Compensation Committee of
the Board or such other committee as may be appointed by the Board to administer the Plan in accordance with Section 3 of the Plan.
(d) Common Stock shall mean the common stock of the Company, par value $0.01 per share.
(e) Company shall mean CME Group Inc., a Delaware corporation, or any successor corporation.
(f) Disability shall mean permanent disability as determined pursuant to the long-term disability plan
or policy of the Company or its Subsidiaries in effect at the time of such disability and applicable to a Participant (or if there is no such plan or policy, then as reasonably determined by the Committee, subject to applicable law).
(g) Effective Date shall mean October 2, 2023.
(h) Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
(i) Participant shall mean an employee of the Company or any Subsidiary of the Company who is, pursuant
to Section 4 of the Plan, selected to participate herein.
(j) Performance Factors shall mean
such criteria and objectives as may be established by the Committee, which shall be satisfied or met during the applicable Performance Period as a condition of the Participants receipt of payment with respect to an Award.
(k) Performance Period shall mean the twelve-month period commencing on January 1, or such other
periods as the Committee shall determine; provided that a Performance Period for a Participant who becomes employed by the Company or its Subsidiaries following the commencement of a Performance Period may be a shorter period that commences with the
date of the commencement of such employment.
(l) Plan shall mean this CME Group Inc. Annual
Incentive Plan.
(m) Subsidiary shall mean any company, partnership, limited liability company,
business or entity (other than the Company) of which at least 50% of the combined voting power of its voting securities is, or the operations and management are, directly or indirectly controlled by the Company.
3. Administration. The Plan shall be administered by a Committee of the Board. The
Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the
Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the terms,
conditions, restrictions and Performance Factors relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, recouped or surrendered; to make adjustments in the Performance
Factors in recognition of unusual or non-recurring events affecting the Company or its Subsidiaries or the financial statements of the Company or its Subsidiaries, or in response to changes in applicable laws,
regulations or accounting principles; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Awards (including provisions relating to a
change in control of the Company); and to make all other determinations deemed necessary or advisable for the administration of the Plan. Without limiting the generality of the foregoing, the Committee shall have the sole discretion to determine
whether, or to what extent, Performance Factors are achieved and the authority to make appropriate adjustments in Performance Factors under an Award to reflect the impact of extraordinary items not reflected in such goals.