SEC Info - Intercontinental Exchange, Inc. - ‘10-K’ for 12/31/22

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Intercontinental Exchange, Inc. – ‘10-K’ for 12/31/22 – ‘EX-10.17’

On: Thursday, 2/2/23, at 8:32am ET · For: 12/31/22 · Accession #: 1571949-23-6 · File #: 1-36198

Previous ‘10-K’: ‘10-K’ on 2/3/22 for 12/31/21 · Next: ‘10-K/A’ on 3/15/23 for 12/31/22 · Latest: ‘10-K/A’ on 3/27/24 for 12/31/23 · 43 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/02/23  Intercontinental Exchange, Inc.   10-K       12/31/22  137:27M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   5.13M 
 3: EX-10.17    Material Contract                                   HTML     73K 
 4: EX-10.18    Material Contract                                   HTML     66K 
 2: EX-10.9     Material Contract                                   HTML     47K 
 5: EX-21.1     Subsidiaries List                                   HTML     43K 
 6: EX-23.1     Consent of Expert or Counsel                        HTML     37K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
16: R1          Cover Page                                          HTML     99K 
17: R2          Audit Information                                   HTML     41K 
18: R3          Consolidated Balance Sheets                         HTML    186K 
19: R4          Consolidated Balance Sheets (Parenthetical)         HTML     59K 
20: R5          Consolidated Statements of Income                   HTML    145K 
21: R6          Consolidated Statements of Comprehensive Income     HTML     75K 
22: R7          Consolidated Statements of Changes in Equity and    HTML    187K 
                Redeemable Non-Controlling Interest                              
23: R8          Consolidated Statements of Cash Flows               HTML    148K 
24: R9          Description of Business                             HTML     41K 
25: R10         Summary of Significant Accounting Policies          HTML    121K 
26: R11         Acquisitions and Divestitures                       HTML     89K 
27: R12         Investments                                         HTML     46K 
28: R13         Revenue Recognition                                 HTML    193K 
29: R14         Deferred Revenue                                    HTML    193K 
30: R15         Short-Term and Long-Term Restricted Cash and Cash   HTML     59K 
                Equivalents                                                      
31: R16         Property and Equipment                              HTML     54K 
32: R17         Goodwill and Other Intangible Assets                HTML     82K 
33: R18         Debt                                                HTML    105K 
34: R19         Share-Based Compensation                            HTML    111K 
35: R20         Equity                                              HTML    142K 
36: R21         Income Taxes                                        HTML    141K 
37: R22         Clearing Operations                                 HTML    189K 
38: R23         Leases                                              HTML     63K 
39: R24         Commitments and Contingencies                       HTML     52K 
40: R25         Pension and Other Benefit Programs                  HTML    158K 
41: R26         Fair Value Measurements                             HTML     91K 
42: R27         Segment Reporting                                   HTML    186K 
43: R28         Earnings Per Common Share                           HTML     55K 
44: R29         Subsequent Events                                   HTML     38K 
45: R30         Summary of Significant Accounting Policies          HTML    176K 
                (Policies)                                                       
46: R31         Summary of Significant Accounting Policies          HTML    130K 
                (Tables)                                                         
47: R32         Acquisitions and Divestitures (Tables)              HTML     80K 
48: R33         Revenue Recognition (Tables)                        HTML    120K 
49: R34         Deferred Revenue (Tables)                           HTML     82K 
50: R35         Short-Term and Long-Term Restricted Cash and Cash   HTML     62K 
                Equivalents (Tables)                                             
51: R36         Property and Equipment (Tables)                     HTML     53K 
52: R37         Goodwill and Other Intangible Assets (Tables)       HTML     82K 
53: R38         Debt (Tables)                                       HTML     75K 
54: R39         Share-Based Compensation (Tables)                   HTML    104K 
55: R40         Equity (Tables)                                     HTML    136K 
56: R41         Income Taxes (Tables)                               HTML    143K 
57: R42         Clearing Operations (Tables)                        HTML    186K 
58: R43         Leases (Tables)                                     HTML     64K 
59: R44         Pension and Other Benefit Programs (Tables)         HTML    158K 
60: R45         Fair Value Measurements (Tables)                    HTML     86K 
61: R46         Segment Reporting (Tables)                          HTML    181K 
62: R47         Earnings Per Common Share (Tables)                  HTML     53K 
63: R48         Description of Business (Details)                   HTML     37K 
64: R49         Summary of Significant Accounting Policies -        HTML     76K 
                Narrative (Details)                                              
65: R50         Summary of Significant Accounting Policies -        HTML     49K 
                Restricted Cash and Cash Equivalents (Details)                   
66: R51         Summary of Significant Accounting Policies -        HTML     71K 
                Schedule of Reconciliation of Allowance for                      
                Doubtful Accounts (Details)                                      
67: R52         Acquisitions and Divestitures - Narrative           HTML    145K 
                (Details)                                                        
68: R53         Acquisitions and Divestitures - Preliminary         HTML     56K 
                Purchase Price Allocation (Details)                              
69: R54         Acquisitions and Divestitures - Components of the   HTML     81K 
                Preliminary Intangible Assets Associated with the                
                Acquisition (Details)                                            
70: R55         Acquisitions and Divestitures - Business            HTML     41K 
                Acquisition Pro Forma Information (Details)                      
71: R56         Acquisitions and Divestitures - Acquisition         HTML     59K 
                Purchase Prices and Allocation (Details)                         
72: R57         Investments (Details)                               HTML    117K 
73: R58         Revenue Recognition - Narrative (Details)           HTML     47K 
74: R59         Revenue Recognition - Schedule of Revenue           HTML     87K 
                Recognition (Details)                                            
75: R60         Deferred Revenue - Narrative (Details)              HTML     48K 
76: R61         Deferred Revenue - Schedule of Changes in Deferred  HTML     57K 
                Revenue (Details)                                                
77: R62         Deferred Revenue - Schedule of Deferred Revenue     HTML     66K 
                Estimate (Details)                                               
78: R63         Short-Term and Long-Term Restricted Cash and Cash   HTML     60K 
                Equivalents - Restricted Long and Short Term                     
                Portions (Details)                                               
79: R64         Short-Term and Long-Term Restricted Cash and Cash   HTML     53K 
                Equivalents - Narrative (Details)                                
80: R65         Property and Equipment - Schedule of Property and   HTML     77K 
                Equipment (Details)                                              
81: R66         Property and Equipment - Narrative (Details)        HTML     42K 
82: R67         Goodwill and Other Intangible Assets - Schedule of  HTML     49K 
                Goodwill Rollforward (Details)                                   
83: R68         Goodwill and Other Intangible Assets - Schedule of  HTML     48K 
                Other Intangible Rollforward (Details)                           
84: R69         Goodwill and Other Intangible Assets - Schedule of  HTML     87K 
                Intangible Assets and Related Accumulated                        
                Amortization (Details)                                           
85: R70         Goodwill and Other Intangible Assets - Narrative    HTML     43K 
                (Details)                                                        
86: R71         Goodwill and Other Intangible Assets - Schedule of  HTML     51K 
                Expected Future Amortization Expense (Details)                   
87: R72         Debt - Total Debt Schedule (Details)                HTML    124K 
88: R73         Debt - Credit Facilities (Details)                  HTML    123K 
89: R74         Debt - Senior Notes (Details)                       HTML    167K 
90: R75         Debt - Schedule of Debt Repayment (Details)         HTML     62K 
91: R76         Share-Based Compensation - Narrative (Details)      HTML    112K 
92: R77         Share-Based Compensation - Stock Option Activity    HTML     59K 
                (Details)                                                        
93: R78         Share-Based Compensation - Details of Stock         HTML     59K 
                Options (Details)                                                
94: R79         Share-Based Compensation - Schedule of Stock        HTML     46K 
                Options Exercised (Details)                                      
95: R80         Share-Based Compensation - Valuation Assumptions    HTML     47K 
                (Details)                                                        
96: R81         Share-Based Compensation - Nonvested Restricted     HTML     69K 
                Stock Activity (Details)                                         
97: R82         Equity - Narrative (Details)                        HTML     68K 
98: R83         Equity - Schedule of Repurchased Shares (Details)   HTML     59K 
99: R84         Equity - Schedule of Dividends Declared (Details)   HTML     41K 
100: R85         Equity - Accumulated Other Comprehensive Income     HTML     75K  
                (Loss) (Details)                                                 
101: R86         Income Taxes - Income Before Income Taxes and       HTML     76K  
                Income Tax Provision (Details)                                   
102: R87         Income Taxes - Reconciliation of US Statutory       HTML     60K  
                Federal Income Tax Rate To Effective Income Tax                  
                Rate (Details)                                                   
103: R88         Income Taxes - Narrative (Details)                  HTML     78K  
104: R89         Income Taxes - Schedule of Deferred Tax Assets and  HTML     80K  
                Liabilities (Details)                                            
105: R90         Income Taxes - Deferred Income Tax Valuation        HTML     42K  
                Allowance Reconciliation (Details)                               
106: R91         Income Taxes - Reconciliation of Beginning and      HTML     54K  
                Ending Amount of Unrecognized Tax Benefits                       
                (Details)                                                        
107: R92         Clearing Operations - Narrative (Details)           HTML     80K  
108: R93         Clearing Operations - Guaranty Fund Contributions   HTML     53K  
                (Details)                                                        
109: R94         Clearing Operations - Cash and Cash Equivalents     HTML     64K  
                Deposits (Details)                                               
110: R95         Clearing Operations - Separate Cash Accounts        HTML     85K  
                (Details)                                                        
111: R96         Clearing Operations - Assets Pledged by Clearing    HTML     64K  
                Members (Details)                                                
112: R97         Leases - Narrative (Details)                        HTML     50K  
113: R98         Leases - Operating Lease Details (Details)          HTML     48K  
114: R99         Leases - Maturities of Operating Lease Liabilities  HTML     55K  
                (Details)                                                        
115: R100        Leases - Supplemental Cash Flow Information and     HTML     40K  
                Non-Cash Activity Related to Operating Leases                    
                (Details)                                                        
116: R101        Commitments and Contingencies (Details)             HTML     50K  
117: R102        Pension and Other Benefit Programs - Narrative      HTML     75K  
                (Details)                                                        
118: R103        Pension and Other Benefit Programs - Fair Value Of  HTML     73K  
                Plan Assets (Details)                                            
119: R104        Pension and Other Benefit Programs - Benefit        HTML     69K  
                Obligations and Fair Value of Plan Assets                        
                (Details)                                                        
120: R105        Pension and Other Benefit Programs - Components of  HTML     53K  
                Pension Plan Expense (Benefit) (Details)                         
121: R106        Pension and Other Benefit Programs - Projected      HTML     48K  
                Plan Payments (Details)                                          
122: R107        Pension and Other Benefit Programs - Change to US   HTML     78K  
                Operations SERP Benefit Obligation (Details)                     
123: R108        Pension and Other Benefit Programs - Weighted       HTML     51K  
                Average Assumptions (Details)                                    
124: R109        Pension and Other Benefit Programs - Benefit        HTML     61K  
                Obligation, Benefits Paid During the Period,                     
                Accrued Benefit Cost (Details)                                   
125: R110        Pension and Other Benefit Programs - Payments       HTML     52K  
                Projected Based on Actuarial Assumptions (Details)               
126: R111        Pension and Other Benefit Programs - Effect on      HTML     45K  
                Accumulated Other Comprehensive Income (Details)                 
127: R112        Fair Value Measurements - Schedule of Carrying      HTML    118K  
                Values and Estimated Fair Values of Debt                         
                Instruments (Details)                                            
128: R113        Segment Reporting - Narrative (Details)             HTML     53K  
129: R114        Segment Reporting - Schedule of Segment Reporting   HTML    147K  
                Information (Details)                                            
130: R115        Segment Reporting - Schedule of Segment             HTML     48K  
                Information by Geography (Details)                               
131: R116        Earnings Per Common Share - Reconciliation of       HTML     71K  
                Basic and Diluted Earnings Per Common Share                      
                (Details)                                                        
132: R117        Earnings Per Common Share - Narrative (Details)     HTML     46K  
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‘EX-10.17’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

EXHIBIT 10.17

INTERCONTINENTAL EXCHANGE, INC. 2022 OMNIBUS EMPLOYEE
INCENTIVE PLAN

2023 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
AGREEMENT (EBITDA AND TSR)

Grantee: [ NAME ]

Number of Performance-Based Restricted Stock Units: [ * ]
Grant Date: [ DATE ]

This Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”) is dated this [ DATE ] (the “Grant Date”) by and between [ NAME ] (the “Grantee”) and Intercontinental Exchange, Inc. (the “Company”), pursuant to the Intercontinental Exchange, Inc. 2022 Omnibus Employee Incentive Plan (the “Plan”). Capitalized terms not defined in this Award Agreement have the meanings as used or defined in the Plan.

1. Award. Pursuant to the Plan, the Company hereby awards to the Grantee [ * ] performance-based restricted stock units (the “Performance RSUs”). At the end of the Performance Period set forth in Appendix A of this Award Agreement (the “Performance Period”) and in accordance with the terms of the Plan and the satisfaction of the Performance Goals set forth in Appendix A (the “Performance Goals”), the Committee will determine the number of Performance RSUs earned under this Award and will advise you of the number (such earned Performance RSUs, the “Earned RSUs”). The number of Earned RSUs may range from 0% to 200% of the Performance RSUs initially subject to this Award as set forth in Appendix A, and the actual percentage of Earned RSUs will be prorated on a straight-line basis between the percentages stated in Appendix A. No Performance RSUs will become Earned RSUs if the Company does not achieve Threshold Performance, as provided in Appendix A.

In accordance with Section 2.10.2 of the Plan, the Committee shall have the authority to make equitable adjustments to the Performance Goals as the Committee deems appropriate (including, but not limited to, for one or more of the items of gain, loss, profit or expense: (a) determined to be extraordinary or unusual in nature or infrequent in occurrence, (b) related to the acquisition or disposal of a segment of a business, (c) related to a change in accounting principle under GAAP, (d) related to discontinued operations that do not qualify as a segment of business under GAAP or (e) attributable to the business operations of any entity acquired by the Company during the fiscal year).

An Earned RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Grantee a Share on a delivery date as provided herein. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT.

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2.Vesting. Except as otherwise provided herein or, if applicable, in the Grantee’s employment agreement with the Company (the “Employment Agreement”), the Grantee shall become vested in the Earned RSUs in three equal installments. One-third, or 33 1/3% (which may be rounded to avoid fractional RSU shares), of the Earned RSUs will become vested on February [ * ], 2024 subject to the Committee’s prior certification that the applicable Performance Goals have been achieved, and one-third, or 33 1/3% (which may be rounded to avoid fractional RSU shares), will vest on each of February [ * ], 2025 and

February [ * ], 2026 (each, a “Scheduled Vesting Date” for this Award). The Grantee’s rights in respect of all of his or her Performance RSUs and unvested Earned RSUs are subject to the forfeiture provisions set forth in Paragraph 5. For the avoidance of doubt, prior to becoming a vested, Earned RSU, a Performance RSU does not provide any legal entitlement whatsoever to a Grantee or his or her legal representative or authorized assignee.

3.Delivery. Except as otherwise provided herein, the Shares underlying the vested Earned RSUs are to be delivered on or promptly after each Scheduled Vesting Date (but in no case more than 15 days after such date) (the “Delivery Date”). On the Delivery Date, the Company shall transfer to the Grantee one unrestricted, fully transferable Share for each vested Earned RSU scheduled to be paid out on such date and as to which all other conditions have been satisfied.

4.Dividend Equivalent Rights. On the Delivery Date, the Company shall pay to the Grantee a cash amount equal to the product of (x) all cash dividends or other distributions (other than cash dividends or other distributions pursuant to which the Performance RSUs or Earned RSUs were adjusted pursuant to Section 1.3.3 of the Plan), if any, paid on a Share from the Grant Date to the Scheduled Vesting Date and (y) the number of Shares underlying the Grantee’s vested Earned RSUs (including for this purpose any Shares which would have been delivered to the Grantee but for being withheld to satisfy tax withholding obligations). The Grantee’s rights in respect of the dividend equivalent rights described in the preceding sentence (the “Dividend Equivalent Rights”) are subject to the forfeiture provisions set forth in Paragraph 5. For the avoidance of doubt, Dividend Equivalent Rights will not be paid on any unearned or unvested Performance RSUs.

5.Forfeiture. Except as provided in Paragraph 6, Section 3.6 of the Plan, or, if applicable, the Employment Agreement, or as otherwise determined by the Committee, if the Grantee’s Employment with the Company terminates for any reason, all of the Grantee’s Performance RSUs that have not been earned and all Earned RSUs that have not vested and the corresponding Dividend Equivalent Rights shall immediately be cancelled by the Company, the Grantee’s rights and interests (or the rights and interests of the Grantee’s legal representative or authorized assignee) in respect of all of his or her Performance RSUs and unvested Earned RSUs and corresponding Dividend Equivalent Rights shall be forfeited and terminate, and no Shares shall be paid or payable in respect of such Performance RSUs or unvested Earned RSUs, and no cash amount shall be paid or payable in respect of such corresponding Dividend Equivalent Rights.

6.Death. Notwithstanding any other provision of this Award Agreement, if the Grantee dies before he or she is vested in 100% of his or her Earned RSUs, provided the

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Grantee’s rights in respect of his or her Earned RSUs have not yet terminated, the Grantee shall vest in his or her unvested Earned RSUs and the Shares corresponding to such unvested Earned RSUs, along with a cash amount in respect of the Grantee’s Dividend Equivalent Rights, calculated based on the dividends and other distributions paid on a Share through the date of the Grantee’s death, shall be paid to the representative of the Grantee’s estate promptly after the Grantee’s death (but no later than 90 days after the Grantee’s death). Further, notwithstanding any other provision of this Award Agreement, if the Grantee dies during the Performance Period, the Grantee shall be deemed to have earned the Performance RSUs at the Target Performance level as set forth in Appendix A and to have vested in such Earned RSUs, provided the Grantee’s rights in respect of his or her Performance RSUs have not terminated prior to the Grantee’s death, and the Shares corresponding to such Performance RSUs, along with a cash amount in respect of the Grantee’s Dividend Equivalent Rights, calculated based on the number of Shares underlying such Performance RSUs and dividends and other distributions paid on a Share through the date of the Grantee’s death, shall be paid to the representative of the Grantee’s estate promptly after the Grantee’s death (but no later than 90 days after the Grantee’s death).

7.Change in Control. Upon a Change in Control the terms of Section 3.6 of the Plan, or, if applicable and more favorable to the Grantee, the terms of the Employment Agreement shall govern treatment of this Award. As set forth in Section 3.6.2 of the Plan, upon a Change in Control, any outstanding Performance RSUs for open Performance Periods shall be deemed earned at the greater of Target Performance as set forth in Appendix A and actual performance through the date of the Change in Control and will cease to be subject to any further performance conditions but will continue to be subject to time-based vesting following the Change in Control.

8.Ownership, Voting Rights, Duties. The Grantee will not have any rights of a shareholder of the Company with respect to Earned RSUs until delivery of the underlying Shares.

9.Transferability and Resale Restrictions. Performance RSUs may not be transferred in any manner other than by will or by the laws of descent and distribution. Any transferee shall hold such Awards subject to all the provisions of the Plan and of this Award Agreement. If the Grantee is an Employee at the time the Grantee desires to engage in a transaction with respect to the Shares issued in respect of the Earned RSUs, the Grantee will have to comply with the Company’s Insider Trading Policy.

10.Compensation Clawback Policy/Recoupment. This Award shall be subject to the terms of the Company’s compensation Clawback Policy as it may be amended from time to time and any laws, rules or regulations that require the Company to recoup or recover past compensation from Grantee as a result of a restatement by the Company.

11.Section 409A.

(a) Awards under this Award Agreement are not intended to provide payments that are “nonqualified deferred compensation” subject to Section 409A, and unless

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and to the extent that the Committee specifically determines otherwise as provided below, this Award Agreement and the Plan shall be interpreted, administered and construed in accordance with this intent, so as to avoid the imposition of taxes and penalties on the Grantee pursuant to Section 409A. The Committee shall have full authority to give effect to the intent of this Paragraph 11(a). The Company shall have no liability to the Grantee if the Plan or any Award, vesting, exercise or payment of any Award hereunder is subject to the additional tax and penalties under Section 409A.

(b)Without limiting the generality of Paragraph 11(a), references to the termination of the Grantee’s Employment with respect to the Awards pursuant to this Award Agreement shall mean the Grantee’s “separation from service” within the meaning of Section 409A.

(c)Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, with respect to any Award that is subject to Section 409A, if a Grantee is a “specified employee” (within the meaning of Section 409A and as determined by the Company) as of the date of the Grantee’s termination of Employment, any payment (whether in Shares or cash equal to the Fair Market Value of the Shares) to be made with respect to the Award upon the Grantee’s termination of Employment will be accumulated and paid (without interest) on the first business day of the seventh month following the Grantee’s termination of Employment (or earlier death) in accordance with the requirements of Section 409A.

(d)To the extent necessary to comply with Paragraph 11(a), any cash, securities or other property that the Company may deliver in respect of the Earned RSUs will not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the Shares that would otherwise have been deliverable.

(e)Each delivery of Shares or payment of cash in respect of Earned RSUs will be treated as a separate payment for purposes of Section 409A.

12.Tax Representations and Tax Withholding. The Grantee has had an opportunity to review with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that he or she (and not the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. The Company may require the Grantee to pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any taxes of any kind required by law to be withheld with respect to the Shares.

13.Entire Agreement. The Plan is incorporated herein by reference. This Award Agreement and the Plan constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. If and to the extent that this Award

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Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Award Agreement shall be deemed to be modified accordingly. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award Agreement shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Grantee and all persons claiming under or through the Grantee.

14.Amendment. The Committee may amend the Plan and this Award Agreement in any respect whatsoever, provided that any such amendment that materially adversely impairs any rights of the Grantee under this Award Agreement shall be made only with the consent of the Grantee.

15.No Obligation to Employ. Nothing in the Plan or this Award Agreement shall confer on the Grantee any right to continue in the employ of, or other relationship with, the Company, or limit in any way the right of the Company to terminate the Grantee’s Employment or other relationship at any time, with or without cause.

16.Notices and Information. Any notice required to be given or delivered to the Company under the terms of this Award Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to the Grantee shall be in writing and addressed to the Grantee at the address indicated below or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: (i) personal delivery; (ii) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (iii) one (1) business day after deposit with any return receipt express courier (prepaid); or (iv) one (1) business day after transmission by facsimile. For additional information regarding this Award Agreement, the Plan or the administrators of the Plan, please contact the Company’s Corporate Secretary at 5660 New Northside Drive, 3rd Floor, Atlanta, Georgia 30328 (telephone: 770-857-4700).

17.Successors and Assigns. The Company may assign any of its rights under this Award Agreement. This Award Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Award Agreement shall be binding upon the Grantee and the Grantee’s heirs, executors, administrators, legal representatives, successors and assigns.

18.Choice of Forum. IN ACCORDANCE WITH SECTION 3.16 OF THE PLAN, THE COMPANY AND THE GRANTEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ATLANTA, GEORGIA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AWARD AGREEMENT.

19.GOVERNING LAW. THIS AWARD AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS

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OF THE STATE OF GEORGIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

20. Headings. The headings in this Award Agreement are for the purpose

of convenience only and are not intended to define or limit the construction of the provisions hereof.

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IN WITNESS WHEREOF, INTERCONTINENTAL EXCHANGE, INC. has caused this Award Agreement to be duly executed and delivered as of the Grant Date.

By: _____________________________________________

INTERCONTINENTAL EXCHANGE, INC.

Name: Douglas A. Foley

Title: SVP, HR & Administration

By: _____________________________________________

GRANTEE

Name: [ NAME ]

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APPENDIX A

Performance Period: January 1, 2023 to December 31, 2023

Performance Goals: EBITDA (The Company’s consolidated 2023 Earnings before Interest, Taxes, Depreciation and Amortization (the “EBIDTA”).)


	Threshold Performance1 (85% of Plan)	Target Performance (100% of Plan)	Maximum Performance (113% of Plan)
2023 Consolidated EBITDA2,3	$ [ * ]	$ [ * ]	$ [ * ]
% of Target Performance Share Grant Earned4	50%	100%	200%

Market Condition Adjustment: Total Shareholder Return5

The Company’s 2023 Total Shareholder Return (the “TSR”) as compared to the S&P 500 Index (the “S&P 500”). Notwithstanding achievement of the EBITDA goal set forth above, the Committee shall adjust the percentage of Performance RSUs earned downward based on its TSR compared to the S&P 500. The TSR-based reduction is applicable only if the Company’s EBITDA exceeds Target Performance, and will only be applied to the portion of the award generated by the performance exceeding Target Performance.


> S&P 500 Index 2023 Return:	50%	100%	200%
Below S&P 500 Index Return by 10% or less (10% Reduction Over Target):	50%	100%	190%
Below S&P 500 Index Return by >10% (20% Reduction Over Target):	50%	100%	180%

1 No award will be earned for EBITDA performance below this Threshold Performance level.

2 The Consolidated EBITDA goal will not be adjusted to reflect the effect of any material business transaction as determined by the Compensation Committee.

3 Actual EBITDA performance will be adjusted to eliminate the effect of any material one-time items, including asset impairment charges, changes in accounting principles, atypical non-federal income tax items, and to remove the EBITDA impact post-closing of material business combinations, and transaction expenses greater than budget, as determined and approved by the Compensation Committee.

4 Awards will be prorated on a straight-line basis between performance levels on ICE Performance Condition.

5 A 14-trading day average stock and index price at the end of 2022 and 2023 will be used to measure the starting and ending point, respectively, for TSR performance.

-8-

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/23
Filed on:	2/2/23	8-K
	1/1/23
For Period end:	12/31/22
		List all Filings

12 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/08/24  Intercontinental Exchange, Inc.   424B5                  2:514K                                   Donnelley … Solutions/FA
 5/06/24  Intercontinental Exchange, Inc.   424B5                  1:483K                                   Donnelley … Solutions/FA
 3/27/24  Intercontinental Exchange, Inc.   10-K/A     12/31/23   17:389K                                   Donnelley … Solutions/FA
 3/01/24  Intercontinental Exchange, Inc.   S-3ASR      3/01/24    7:504K                                   Donnelley … Solutions/FA
 2/08/24  Intercontinental Exchange, Inc.   10-K       12/31/23  139:26M
 9/05/23  Intercontinental Exchange, Inc.   S-8         9/05/23    6:244K                                   Donnelley … Solutions/FA
 3/31/23  Black Knight, Inc.                DEFM14A                1:2.6M                                   Donnelley … Solutions/FA
 3/31/23  Intercontinental Exchange, Inc.   424B3                  1:2.5M                                   Donnelley … Solutions/FA
 3/30/23  Intercontinental Exchange, Inc.   POS AM                 6:2.6M                                   Donnelley … Solutions/FA
 3/24/23  Intercontinental Exchange, Inc.   10-K/A     12/31/22   17:368K                                   Donnelley … Solutions/FA
 3/15/23  Intercontinental Exchange, Inc.   POS AM                 7:2.6M                                   Donnelley … Solutions/FA
 3/15/23  Intercontinental Exchange, Inc.   10-K/A     12/31/22   18:1.6M                                   Donnelley … Solutions/FA

31 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/22/22  Intercontinental Exchange, Inc.   8-K:5,9     8/22/22   12:410K                                   Donnelley … Solutions/FA
 8/04/22  Intercontinental Exchange, Inc.   10-Q        6/30/22   79:16M
 6/01/22  Intercontinental Exchange, Inc.   8-K:1,2,9   5/25/22   12:2.3M                                   Donnelley … Solutions/FA
 5/23/22  Intercontinental Exchange, Inc.   8-K:8,9     5/23/22   13:653K                                   Donnelley … Solutions/FA
 5/06/22  Intercontinental Exchange, Inc.   8-K:1,9     5/04/22   11:809K                                   Donnelley … Solutions/FA
 3/25/22  Intercontinental Exchange, Inc.   DEF 14A     5/13/22    1:4M                                     Donnelley … Solutions/FA
 3/17/22  Intercontinental Exchange, Inc.   8-K/A:5,9   2/22/22   11:272K                                   Toppan Merrill/FA
 2/03/22  Intercontinental Exchange, Inc.   10-K       12/31/21  133:28M
10/18/21  Intercontinental Exchange, Inc.   8-K:1,2,9  10/15/21   11:1.8M                                   Donnelley … Solutions/FA
 5/20/21  Intercontinental Exchange, Inc.   8-K/A:5,9   2/26/21   11:311K                                   Toppan Merrill/FA
 4/29/21  Intercontinental Exchange, Inc.   10-Q        3/31/21   94:14M
 8/25/20  Intercontinental Exchange, Inc.   8-K:1,2,9   8/21/20   12:2.4M                                   Toppan Merrill/FA
 8/20/20  Intercontinental Exchange, Inc.   8-K:8,9     8/20/20   13:667K                                   Donnelley … Solutions/FA
 8/18/20  Intercontinental Exchange, Inc.   8-K:1,9     8/14/20   11:353K                                   Toppan Merrill/FA
 5/26/20  Intercontinental Exchange, Inc.   8-K:8,9     5/26/20   13:515K                                   Donnelley … Solutions/FA
 8/13/18  Intercontinental Exchange, Inc.   8-K:8,9     8/13/18    5:770K                                   Donnelley … Solutions/FA
 8/09/18  Intercontinental Exchange, Inc.   8-K:1,9     8/09/18    2:132K                                   Toppan Merrill/FA
 5/21/18  Intercontinental Exchange, Inc.   S-8         5/21/18    4:134K                                   Donnelley … Solutions/FA
 2/07/18  Intercontinental Exchange, Inc.   10-K       12/31/17  129:20M
 8/21/17  Intercontinental Exchange, Inc.   8-K:1,9     8/18/17    3:980K                                   Donnelley … Solutions/FA
 8/17/17  Intercontinental Exchange, Inc.   8-K:8,9     8/17/17    4:353K                                   Donnelley … Solutions/FA
 5/22/17  Intercontinental Exchange, Inc.   S-8         5/22/17    4:173K                                   Donnelley … Solutions/FA
 5/17/16  Intercontinental Exchange, Inc.   8-K:1,5,8,9 5/13/16    2:59K                                    Toppan Vite NY Inc./FA
11/24/15  Intercontinental Exchange, Inc.   8-K:8,9    11/24/15    6:919K                                   Donnelley … Solutions/FA
11/13/15  Intercontinental Exchange, Inc.   8-K:1,2,9  11/09/15    4:1.8M                                   Toppan Vite NY Inc./FA
 5/19/15  Intercontinental Exchange, Inc.   8-K:1,5,9   5/15/15    2:62K                                    Toppan Vite NY Inc./FA
 4/07/14  Intercontinental Exchange, Inc.   8-K:1,2,9   4/03/14    2:1.6M                                   Toppan Vite NY Inc./FA
 5/24/13  Intercontinental Exchange Ho… Inc S-8         5/24/13    5:340K                                   Donnelley … Solutions/FA
 2/24/12  Intercontinental Exchange Ho… Inc 8-K:5,9     2/24/12    7:943K                                   Toppan Vite NY Inc./FA
 2/11/09  Intercontinental Exchange Ho… Inc 10-K       12/31/08   15:3M                                     Bowne of Atlanta Inc./FA
10/25/05  Intercontinental Exchange Ho… Inc S-1/A¶                17:3.4M                                   Donnelley … Solutions/FA

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