-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UN8Wd3cLbTxfsi8G3ohea321x4l2WVP2DBysTV0ZZe/kgOFMm3zUfYWDary0cbjC nAFADzbf5omh8giTDpcDyQ== 0000950149-94-000147.txt : 19940725 0000950149-94-000147.hdr.sgml : 19940725 ACCESSION NUMBER: 0000950149-94-000147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940722 EFFECTIVENESS DATE: 19940810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54701 FILM NUMBER: 94539786 BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 MAIL ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 S-8 1 FORM S-8 1992 STOCK INCENTIVE PLAN 1 As filed with the Securities and Exchange Commission on July 22, 1994 REGISTRATION NO. ____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 THE CHARLES SCHWAB CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3025021 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number)
101 Montgomery Street, San Francisco, CA 94104 (Address of Principal Executive Offices, including zip code) 1992 Stock Incentive Plan (full title of the plan) MARY B. TEMPLETON Senior Vice President, General Counsel and Corporate Secretary THE CHARLES SCHWAB CORPORATION 101 Montgomery Street San Francisco, CA 94104 (415) 627-7000 (name and address, including zip code, and telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Proposed Amount Maximum Maximum Amount of Title of Securities to be Offering Aggregate Registration to be Registered Registered Price Per Offering Fee Share (1) Price (1) - ----------------------------------------------------------------------------------------------------- Common Stock ($.01 par value) 2,800,000 (2) $72,450,000 $25.875 $24,982.76 =====================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c), on the basis of the average of the high and low prices of the registrant's Common Stock on July 15, 1994. (2) Includes common stock issuable upon exercise of options. Pursuant to Rule 429, the Prospectus that is a part of this Registration Statement also relates to up to 3,616,830 shares of Common Stock covered by Registration Statement No. 33-47842. Total Number of Pages: 15 Index to Exhibits appears at Page: II-4 2 Pursuant to General Instruction E to Form S-8, the contents of the Registrant's Registration Statement No. 33-47842 on Form S-8 relating to its 1992 Stock Incentive Plan are expressly incorporated herein by reference, except as modified below. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the issuance of the shares registered on this Registration Statement for issuance upon exercise of options will be passed upon for the Company by Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin, A Professional Corporation. As of the date the opinion as to such validity was filed with the Registration Statement, certain directors of that law firm owned an aggregate of less than 1% of the Company's Common Stock. ITEM 8. EXHIBITS
Exhibit Number - ------ 4.1 Restated Certificate of Incorporation of the Company, as amended as of December 1, 1988 (filed as Exhibit 3.3 to the Company's Form 10-K for the year ended December 31, 1989, and incorporated herein by reference). 4.2 Amended and Restated Bylaws of the Company, as amended as of March 25, 1991 (filed as Exhibit 3.4 to the Company's Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). 4.3 1992 Stock Incentive Plan, as amended and restated on January 1, 1994 (filed as Exhibit 10.131 to the Company's Form 10-K for the year ended December 31, 1993, and incorporated herein by reference). 4.4 Form of Nonstatutory Stock Option Agreement for Non-Employee Director (filed as Exhibit 4.4 to the Company's Registration Statement No. 33-47842 on Form S-8, and incorporated herein by reference). 4.5 Form of Nonstatutory Stock Option Agreement. 4.6 Form of Restricted Shares Agreement. 5.1 Opinion of Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin, A Professional Corporation. 23.1 Consent of Deloitte & Touche. 23.2 Consent of counsel (included in Exhibit 5.1 hereto). 24.1 Power of Attorney (included on the signature page hereof).
3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, State of California on July 21, 1994. THE CHARLES SCHWAB CORPORATION By ___________________________________ Mary B. Templeton Senior Vice President, General Counsel and Corporate Secretary POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each, a "Signatory") constitutes and appoints Charles R. Schwab, Lawrence J. Stupski and Mary B. Templeton (each, an "Agent," and collectively, "Agents") and each or any one of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith and with this Registration Statement, with the Securities and Exchange Commission. Each Signatory further grants to the Agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary, in the judgment of such Agent, to be done in connection with any such signing and filing, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that said Agents, or any of them, or their or his or her other substitute or substitutes, may lawfully do or cause to be done by virtue hereof. II-2 4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Charles R. Schwab Chairman, Chief Executive Officer, and July 21, 1994 - -------------------------- Director (principal executive officer) Charles R. Schwab /s/ Lawrence J. Stupski Vice Chairman and Director July 21, 1994 - -------------------------- Lawrence J. Stupski /s/ David S. Pottruck President, Chief Operating Officer July 21, 1994 - -------------------------- and Director David S. Pottruck /s/ A. John Gambs Executive Vice President and July 21, 1994 - -------------------------- Chief Financial Officer (principal A. John Gambs financial and accounting officer) /s/ Nancy H. Bechtle Director July 21, 1994 - -------------------------- Nancy H. Bechtle /s/ C. Preston Butcher Director July 21, 1994 - -------------------------- C. Preston Butcher Director - -------------------------- Donald G. Fisher /s/ Anthony M. Frank Director July 21, 1994 - -------------------------- Anthony M. Frank /s/ James R. Harvey Director July 21, 1994 - -------------------------- James R. Harvey /s/ Stephen T. McLin Director July 21, 1994 - -------------------------- Stephen T. McLin /s/ Roger O. Walther Director July 21, 1994 - -------------------------- Roger O. Walther
5 INDEX TO EXHIBITS
Exhibit Number Description of Document Page - ------ ----------------------- ---- 4.1 Restated Certificate of Incorporation of the Company, as __ amended as of December 1, 1988 (filed as Exhibit 3.3 to the Company's Form 10-K for the year ended December 31, 1989, and incorporated herein by reference). 4.2 Amended and Restated Bylaws of the Company, as amended __ as of March 25, 1991 (filed as Exhibit 3.4 to the Company's Form 10-K for the year ended December 31, 1990, and incorporated herein by reference). 4.3 1992 Stock Incentive Plan, as amended and restated on __ January 1, 1994 (filed as exhibit 10.131 to the Company's Form 10-K for the year ended December 31, 1993, and incorporated herein by reference). 4.4 Form of Nonstatutory Stock Option Agreement for Non- __ Employee Director (filed as Exhibit 4.4 to the Company's Registration Statement No. 33-47842 on Form S-8, and incorporated herein by reference). 4.5 Form of Nonstatutory Stock Option Agreement. 6 4.6 Form of Restricted Shares Agreement. 12 5.1 Opinion of Howard, Rice, Nemerovski, Canady, Robertson, 14 Falk & Rabkin, A Professional Corporation. 23.1 Consent of Deloitte & Touche. 15 23.2 Consent of counsel (included in Exhibit 5.1 hereto). __ 24.1 Power of Attorney (included on the signature page hereof). __
II-4 EX-4.5 2 EXHIBIT 4.5 NONSTATUTORY STOCK OPTION AGREEMENT 1 EXHIBIT 4.5 THE CHARLES SCHWAB CORPORATION 1992 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT THIS AGREEMENT, entered into as of ___________________ between THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the "Company"), and __________________ (the "Optionee"). W I T N E S S E T H: WHEREAS, the Board has adopted and the stockholders of the Company have approved The Charles Schwab Corporation 1992 Stock Incentive Plan (the "Plan") in order to provide selected Key Employees and Non-Employee Directors with an opportunity to acquire Common Shares; and WHEREAS, the Committee has determined that the Optionee is a Key Employee and that it would be in the best interests of the Company and its stockholders to grant the stock option described in this Agreement (the "Option") to the Optionee as an inducement to enter into or remain in the service of the Company or its subsidiaries and as an incentive for extraordinary efforts during such service: NOW, THEREFORE, it is agreed as follows: SECTION 1. GRANT OF OPTION. (a) Option. On the terms and conditions stated below, the Company hereby grants to the Optionee the option to purchase ________ Common Shares for the sum of $______ per Common Share (the "Exercise Price"), which is agreed to be 100% of the Fair Market Value thereof on the Date of Grant. The number of Common Shares subject to this Option and the Exercise Price shall be subject to adjustment under certain limited circumstances as provided in Article 10 of the Plan. (b) 1992 Stock Incentive Plan. This Option is granted pursuant to the Plan, the provisions of which are incorporated into this Agreement by reference, and a copy of which is available upon request at no charge to the Optionee from the Office of the Corporate Secretary of the Company. In the event of any inconsistency between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall prevail. NONSTATUTORY STOCK OPTION AGREEMENT REVISED 2 (c) Tax Treatment. This Option is not intended to qualify as an incentive stock option described in Section 422(b) of the Code. (d) Expiration Date. Notwithstanding any other provision contained herein, this Option shall expire not later than _________________. SECTION 2. NO TRANSFER OR ASSIGNMENT OF OPTION. Except as otherwise provided in this Agreement or as permitted by the Plan, this Option, and any interest therein, shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. SECTION 3. RIGHT TO EXERCISE OPTION. (a) Vesting. This Option shall become exercisable by the Optionee with respect to the total number of Common Shares subject to this Option as set forth under Section 1(a) above (the "Total Award Common Shares") on the following vesting schedule (check only one box), subject to the continued employment of the Optionee by the Company or its subsidiaries on each date either set forth below or determined with reference to the Date of Grant: [ ] 100% of the Total Award Common Shares immediately as of the Date of Grant. [ ] On the schedule attached hereto as Exhibit A. [ ] In annual increments of twenty-five percent (25%) of the Total Award Common Shares beginning on the first anniversary of the Date of Grant, such that (i) no portion of this Option will be exercisable prior to such first anniversary of the Date of Grant; (ii) upon and after such first anniversary of the Date of Grant, the Optionee may purchase up to twenty-five percent (25%) of the Total Award Common Shares; (iii) upon the second, third and fourth anniversaries of the Date of Grant, respectively, the Optionee may purchase an additional twenty-five percent (25%) of the Total Award Common Shares, so that this Option shall become fully exercisable, subject to the Optionee's continued employment with the Company or its subsidiaries, on the fourth anniversary of the Date of Grant. (b) Minimum Number of Shares. This Option shall be exercisable for at least 100 Common Shares (without regard to adjustments to the number of Common Shares subject to this Option pursuant to Article 10 of the Plan) or, if less, all of the remaining Common Shares subject to this Option. NONSTATUTORY STOCK OPTION AGREEMENT REVISED 3 SECTION 4. EXERCISE OF OPTION. (a) Notice of Exercise. The Optionee or the Optionee's representative may exercise this Option by giving written notice to the Office of the Corporate Secretary of the Company pursuant to Section 9(d). The notice shall specify the election to exercise this Option, the date of exercise, the number of Common Shares for which it is being exercised and the form of payment. The notice shall be signed by the person or persons exercising this Option. In the event that this Option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof satisfactory to the Company of the representative's right to exercise this Option. The Purchase Price shall be paid in a form that conforms to Sections 6.1 through 6.3 of the Plan at the time such notice is given. (b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued a certificate or certificates for the Common Shares as to which this Option has been exercised, registered in the name of the person exercising this Option. The Company shall cause such certificate or certificates to be delivered to or upon the order of the person exercising this Option. SECTION 5. TERM. (a) Basic Term. This Option shall in any event expire on the date specified in Section 1(d). (b) Termination of Employment. Upon the Optionee's termination of employment with the Company and its subsidiaries for any reason, whether as a result of death, Permanent Disability or any other involuntary or voluntary event of termination (including a termination as may be provided for or determined under an employment contract, if any, entered into between the Company or its subsidiary and the Optionee) (each, a "Termination Event"), no unvested portion of the Total Award Common Shares thereafter shall vest or become exercisable. With respect to the vested or exercisable portion of the Total Award Common Shares as of the date of such a Termination Event, this Option shall expire on the earlier of the expiration date specified in Section 1(d) or the first (1st) anniversary of the date of such a Termination Event, provided that if as of the date of such a Termination Event the Optionee has been continuously employed by the Company or any of its subsidiaries for at least seven (7) years, then this Option shall expire on the earlier of the expiration date specified in Section 1(d) or the second (2nd) anniversary of the date of such a Termination Event. SECTION 6. LEGALITY OF INITIAL ISSUANCE. No Common Shares shall be issued upon the exercise of this Option unless and until the Company has determined that: NONSTATUTORY STOCK OPTION AGREEMENT REVISED 4 (a) A registration statement for the Common Shares is effective under the Securities Act or an exemption from the registration requirements thereof has been perfected; (b) Any applicable listing requirement of any stock exchange on which Common Shares are listed has been satisfied; and (c) Any other applicable provisions of state or federal law have been satisfied. SECTION 7. NO REGISTRATION RIGHTS. The Company may, but shall not be obligated to, register or qualify the Common Shares for resale or other disposition by the Optionee under the Securities Act or any other applicable law. SECTION 8. RESTRICTIONS ON TRANSFER OF SHARES. (a) Restrictions. Regardless of whether the offering and sale of Common Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of such Common Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state or any other law. (b) Investment Intent at Exercise. If the Common Shares under the Plan are not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Common Shares being acquired upon exercising this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. (c) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 8 shall be conclusive and binding on the Optionee and all other persons. SECTION 9. MISCELLANEOUS PROVISIONS. (a) Withholding Taxes. To the extent required by applicable federal, state, local or foreign law, the recipient of any payment or distribution under the Plan shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of such payment or distribution. The Company shall not be required to make such payment or distribution until such obligations are satisfied. NONSTATUTORY STOCK OPTION AGREEMENT REVISED 5 (b) Rights as a Stockholder. Neither the Optionee nor the Optionee's representative shall have any rights as a stockholder with respect to any Common Shares subject to this Option until certificates for such Common Shares have been issued in the name of the Optionee or the Optionee's representative. (c) No Employment Rights. Nothing in this Agreement shall be construed as giving the Optionee the right to be retained as an employee of the Company or its subsidiaries. The Company reserves the right to terminate the Optionee's employment at any time for any reason, subject to the Optionee's employment contract, if any. (d) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the appropriate postal service, by registered or certified mail with postage and fees prepaid and addressed to the party entitled to such notice at the address shown below such party's signature on this Agreement, or at such other address as such party may designate by ten (10) days advance written notice to the other party to this Agreement. Notwithstanding the foregoing, no notice of exercise, as required by Section 4(a), shall be effective until actual receipt thereof by the Office of the Corporate Secretary of the Company. (e) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof. (f) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, as such laws are applied to contracts entered into and performed in such State. SECTION 10. DEFINITIONS. (a) Capitalized terms defined in the Plan shall have the same meaning when used in this Agreement. (b) "Date of Grant" shall mean the date of this Agreement, which is the date first written above. (c) "Permanent Disability" shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months or which can be expected to result in death. (d) "Purchase Price" shall mean the Exercise Price multiplied by the number of Common Shares with respect to which this Option is being exercised. (e) "Securities Act" shall mean the Securities Act of 1933, as amended. NONSTATUTORY STOCK OPTION AGREEMENT REVISED 6 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its officer duly authorized to act on behalf of the Committee, and the Optionee has personally executed this Agreement. THE CHARLES SCHWAB CORPORATION By:______________________________________ Its: Chairman and Chief Executive Officer Company's Address: 101 Montgomery Street San Francisco, California 94104 OPTIONEE ----------------------------------------- Date: ___________________________________ Optionee's Address (please print): ----------------------------------------- ----------------------------------------- Optionee's Social Security Number: NONSTATUTORY STOCK OPTION AGREEMENT REVISED EX-4.6 3 EXHIBIT 4.6 RESTRICTED SHARES AWARD AGREEMENT 1 EXHIBIT 4.6 RESTRICTED SHARES AWARD AGREEMENT GRANTED TO: SOCIAL SECURITY NO. GRANT DATE NUMBER OF RESTRICTED SHARES
THE CHARLES SCHWAB CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), HEREBY GRANTS YOU (THE "GRANTEE") AN AWARD OF RESTRICTED SHARES AS OF THE GRANT DATE SHOWN ABOVE (THE "RESTRICTED SHARES"), SUBJECT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE 1992 STOCK INCENTIVE PLAN (THE "PLAN"). THIS GRANT IS MADE AS A SEPARATE INCENTIVE IN CONNECTION WITH YOUR EMPLOYMENT AND NOT IN LIEU OF ANY SALARY OR OTHER COMPENSATION FOR YOUR SERVICES. RESTRICTION ON TRANSFER. THE RESTRICTED SHARES AWARDED UNDER THIS AGREEMENT WILL BE ISSUED IN YOUR NAME AND HELD BY THE SECRETARY OF THE COMPANY AS ESCROW AGENT (THE "ESCROW AGENT"), AND MAY NOT BE SOLD, TRANSFERRED, OTHERWISE DISPOSED OF, PLEDGED OR OTHERWISE HYPOTHECATED (WHETHER VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW OR OTHERWISE). UNTIL AFTER _________________ (THE "RESTRICTION ON TRANSFER"). THE CERTIFICATE OR CERTIFICATES REPRESENTING SUCH SHARES SHALL BE DELIVERED BY THE ESCROW AGENT TO YOU ONLY AFTER __________________ AND AFTER ALL OTHER TERMS AND CONDITIONS IN THIS AGREEMENT HAVE BEEN SATISFIED. IF YOU TRY TO TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THE RESTRICTED SHARES OR OF ANY RIGHT OR PRIVILEGE PROVIDED IN THIS AGREEMENT OR UNDER THE PLAN BEFORE THE RESTRICTION ON TRANSFER IS LIFTED, OR IF YOU TRY TO SELL THIS AWARD UNDER ANY EXECUTION, ATTACHMENT OR SIMILAR PROCESS, THIS AWARD AND THE RIGHTS AND PRIVILEGES PROVIDED IN THIS AGREEMENT WILL IMMEDIATELY BECOME NULL AND VOID. LIFTING OF RESTRICTION ON TRANSFER NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE RESTRICTION ON TRANSFER WILL BE LIFTED AND THE CERTIFICATE OR CERTIFICATES REPRESENTING THE RESTRICTED SHARES WILL BE DELIVERED TO YOU OR YOUR ESTATE IN THE FOLLOWING CIRCUMSTANCES: (1) IN THE EVENT OF YOUR DEATH, PERMANENT DISABILITY OR RETIREMENT. FOR PURPOSES OF THIS AGREEMENT, "PERMANENT DISABILITY" SHALL MEAN THAT YOU ARE UNABLE TO ENGAGE IN ANY SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF ANY MEDICALLY DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT WHICH HAS LASTED, OR CAN BE EXPECTED TO LAST, FOR A CONTINUOUS PERIOD OF NOT LESS THAN TWELVE (12) MONTHS OR WHICH CAN BE EXPECTED TO RESULT IN DEATH; (2) IN THE EVENT THAT THE COMPENSATION COMMITTEE (THE "COMMITTEE") DETERMINES THAT A CHANGE IN CONTROL OF THE COMPANY HAS OCCURRED, OR IN THE EVENT OF THE LIQUIDATION OR DISSOLUTION OF THE COMPANY; OR (3) IN THE EVENT THAT THE COMMITTEE DECIDES, IN ITS ABSOLUTE DISCRETION, TO LIFT THE RESTRICTION ON TRANSFER OF THE RESTRICTED SHARES. VESTING AND RIGHTS AS A STOCKHOLDER. SUBJECT TO THE RESTRICTION ON TRANSFER, THE RESTRICTED SHARES AWARDED BY THIS AGREEMENT SHALL BE 100% VESTED AS OF THE DATE OF THIS AGREEMENT. AFTER THE SHARES ARE ISSUED, RECORDED AND DELIVERED TO THE ESCROW AGENT, YOU WILL HAVE ALL RIGHTS OF A STOCKHOLDER OF THE COMPANY WITH RESPECT TO VOTING SUCH SHARES AND RECEIPT OF DIVIDENDS AND DISTRIBUTIONS ON SUCH SHARES. IF THE COMPANY'S COMMON STOCK IS INCREASED, REDUCED OR OTHERWISE CHANGED AS A RESULT OF A STOCK DIVIDEND, STOCK SPLIT, RECLASSIFICATION, RECAPITALIZATION, COMBINATION OF SHARES OR THE ADJUSTMENT IN CAPITAL STOCK OF THE COMPANY OR OTHERWISE, OR AS A RESULT OF A MERGER, CONSOLIDATION, SPIN-OFF OR OTHER REORGANIZATION, YOU, AS AN OWNER OF THESE RESTRICTED SHARES (THE "PRIOR SHARES") WILL BE ENTITLED TO NEW OR ADDITIONAL OR DIFFERENT SHARES OF STOCK OR SECURITIES (OTHER THAN RIGHTS OR WARRANTS TO PURCHASE SECURITIES). SUCH NEW OR ADDITIONAL OR DIFFERENT SHARES OF SECURITIES WILL BE CONSIDERED TO BE RESTRICTED SHARES AND WILL BE SUBJECT TO ALL OF THE CONDITIONS AND RESTRICTIONS WHICH WERE APPLICABLE TO THE PRIOR SHARES. IF YOU RECEIVE RIGHTS OR WARRANTS WITH RESPECT TO ANY PRIOR SHARES, SUCH RIGHTS OR WARRANTS MAY BE HELD OR EXERCISED BY YOU PROVIDED THAT UNTIL SUCH EXERCISE ANY SUCH RIGHTS OR WARRANTS AND AFTER SUCH EXERCISE ANY SHARES OR OTHER SECURITIES ACQUIRED BY THE EXERCISE OF SUCH RIGHTS OR WARRANTS WILL BE CONSIDERED TO BE RESTRICTED SHARES AND WILL BE SUBJECT TO ALL OF THE CONDITIONS AND RESTRICTIONS WHICH WERE APPLICABLE TO THE PRIOR SHARES. THE COMMITTEE IN ITS ABSOLUTE DISCRETION AT ANY TIME MAY LIFT THE RESTRICTION ON TRANSFER ON ALL OR ANY PORTION OF SUCH NEW OR ADDITIONAL SHARES OF STOCK OR SECURITIES, RIGHTS OR WARRANTS TO PURCHASE SECURITIES OR SHARES OR OTHER SECURITIES ACQUIRED BY THE EXERCISE OF SUCH RIGHTS OR WARRANTS. 2 PAYMENT OF PAR VALUE AND TAX WITHHOLDING THE COMPANY WILL CONTRIBUTE TO THE CAPITAL OF THE COMPANY FOR YOU, AS AN AWARD RECIPIENT, AN AMOUNT EQUAL TO THE PAR VALUE OF THE RESTRICTED SHARES ISSUED UNDER THIS AGREEMENT, NOTWITHSTANDING THE PROVISIONS OF SECTION 7.2 OF THE PLAN. THE COMPANY WILL PAY TO THE APPLICABLE TAXING AUTHORITIES THE AMOUNTS NECESSARY TO SATISFY ANY INCOME TAX WITHHOLDING OBLIGATIONS THAT ARISE BECAUSE OF THE ISSUANCE TO YOU OF THE RESTRICTED SHARES, NOTWITHSTANDING THE PROVISIONS OF SECTION 13.1 OF THE PLAN. THE COMPANY WILL PAY YOU, ON OR BEFORE THE LAST DAY OF 1993, AN ADDITIONAL AMOUNT (THE "GROSS-UP AMOUNT") EQUAL TO THE U.S. FEDERAL AND STATE INCOME TAXES REQUIRED TO BE PAID BY YOU (AFTER TAKING INTO ACCOUNT WITHHOLDING TAXES PAID ON YOUR BEHALF) BECAUSE OF THE ISSUANCE OF THESE RESTRICTED SHARES, THE PAYMENT OF ANY RELATED WITHHOLDING TAXES AND THE PAYMENT OF THE GROSS-UP AMOUNT. TO DETERMINE THE GROSS-UP AMOUNT, YOU WILL BE DEEMED TO BE SUBJECT TO U.S. FEDERAL AND STATE INCOME TAXES AT THE HIGHEST STATED MARGINAL RATES OF TAXATION APPLICABLE TO YOUR ORDINARY INCOME DURING 1993, LESS THE MAXIMUM REDUCTION IN FEDERAL INCOME TAXES WHICH COULD BE OBTAINED FROM DEDUCTION OF SUCH STATE INCOME TAXES. IN MAKING THE TAX CALCULATION, YOU WILL BE TREATED AS HAVING NO DEDUCTIONS OR CREDITS AVAILABLE TO REDUCE YOUR INCOME TAXES AND AS IF YOU HAD NO GROSS INCOME DURING 1993 OTHER THAN FROM YOUR EMPLOYMENT WITH THE COMPANY. THE PAYMENT OF THE AMOUNT BY THE COMPANY TO OR FOR YOUR BENEFIT DESCRIBED IN THE ABOVE PARAGRAPHS, WILL BE TREATED AS ADDITIONAL COMPENSATION PAID TO YOU, SUBJECT TO WITHHOLDING AS REQUIRED BY APPLICABLE LAW. PLAN ADMINISTRATION THE COMMITTEE SHALL HAVE THE POWER TO INTERPRET AND CONSTRUE THE PLAN AND THIS AGREEMENT, TO ADOPT SUCH RULES FOR THE ADMINISTRATION, INTERPRETATION AND APPLICATION OF THE PLAN AND TO INTERPRET OR REVOKE ANY SUCH RULES. ALL ACTIONS TAKEN AND ALL INTERPRETATIONS AND DETERMINATIONS MADE BY THE COMMITTEE IN GOOD FAITH SHALL BE FINAL AND BINDING UPON YOU, YOUR ESTATE, THE COMPANY AND ALL OTHER INTERESTED PERSONS. NO MEMBER OF THE COMMITTEE SHALL BE PERSONALLY LIABLE FOR ANY ACTION, DETERMINATION OR INTERPRETATION MADE IN GOOD FAITH WITH RESPECT TO THE PLAN OR THIS AGREEMENT. THIS AGREEMENT IS SUBJECT TO ALL THE TERMS AND PROVISIONS OF THE PLAN. IN THE EVENT OF A CONFLICT BETWEEN ONE OR MORE PROVISIONS OF THIS AGREEMENT AND ONE OR MORE PROVISIONS OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL GOVERN. TERMS USED IN THIS AGREEMENT THAT ARE NOT DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANING SET FORTH IN THE PLAN. SUBJECT TO THE LIMITATION ON THE TRANSFERABILITY OF THE RESTRICTED SHARES, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE HEIRS, LEGATEES, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF YOU AND THE COMPANY. ANY NOTICE TO BE GIVEN TO THE COMPANY UNDER THE TERMS OF THIS AGREEMENT SHALL BE WRITTEN AND ADDRESSED TO THE COMPANY, IN CARE OF ITS SECRETARY, 101 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94104, OR AT ANOTHER ADDRESS THE COMPANY MAY DESIGNATE IN WRITING. ANY NOTICE GIVEN TO YOU SHALL BE ADDRESSED TO YOU AT THE ADDRESS GIVEN BELOW UNDER YOUR SIGNATURE, OR AT ANY SUBSEQUENT ADDRESS YOU MAY DESIGNATE IN WRITING. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT HAVE ANY EFFECT ON THE REMAINING PROVISIONS OF THIS AGREEMENT. THE CHARLES SCHWAB CORPORATION BY: _____________________________________ TITLE:______________________________________ I, THE ABOVE NAMED GRANTEE, BY AFFIXING MY SIGNATURE BELOW, ACKNOWLEDGE RECEIPT OF THIS RESTRICTED SHARE AGREEMENT AND AGREE TO THE TERMS AND CONDITIONS STATED ABOVE. _____________________________________________________________ (SIGNATURE OF GRANTEE) (DATE) _____________________________________________________________ _____________________________________________________________ (ADDRESS) RETURN TO: THE CHARLES SCHWAB CORPORATION SECRETARY 101 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94104 EX-5.1 4 EXHIBIT 5.1 OPINION OF HOWARD RICE LAW FIRM 1 EXHIBIT 5.1 [LETTERHEAD] July 21, 1994 The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 Ladies and Gentlemen: You have requested our opinion as to certain matters in connection with the filing by The Charles Schwab Corporation (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering up to 2,800,000 shares of the Company's Common Stock, $.01 par value, (the "Shares") issuable under its 1992 Stock Incentive Plan as amended and restated on January 1, 1994 (the "Plan") either (i) pursuant to the exercise of options to purchase a specified number of Shares, (ii) upon the satisfaction of certain specified conditions in the case of performance share awards, or (iii) outright as restricted stock. For purposes of this opinion, we have examined the Registration Statement and related prospectus, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, as amended, the Plan and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold (i) upon exercise of options, (ii) upon satisfaction of conditions to issuance in the case of performance share 2 The Charles Schwab Corporation July 21, 1994 Page 2 awards, or (iii) outright in the case of restricted stock, in accordance with the Plan, the stock option and stock award agreements entered into pursuant to the Plan and the Registration Statement, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, HOWARD, RICE, NEMEROVSKI, CANADY ROBERTSON, FALK & RABKIN A Professional Corporation By: /s/ Karen Stevenson ---------------------------- Karen Stevenson EX-23.1 5 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT 1 EXHIBIT 23.1 [LETTERHEAD] INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Charles Schwab Corporation on Form S-8 of our reports dated February 17, 1994 (February 25, 1994 as to Subsequent Event note) appearing in and incorporated by reference in the Annual Report on Form 10-K of The Charles Schwab Corporation for the year ended December 31, 1993. DELOITTE & TOUCHE July 18, 1994 [LOGO] -----END PRIVACY-ENHANCED MESSAGE-----