SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
(Amendment No. 19)*
The Charles Schwab Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
808513-10-5
(CUSIP Number)
Teresa L. Johnson, Esq.
Arnold & Porter Kaye Scholer LLP
Three Embarcadero Center, Tenth Floor
San Francisco, CA 94111-4024
(415) 471-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 24, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 808513-10-5 | 13D | Page 2 of 11 Pages |
1. |
Names of Reporting Persons
CHARLES R. SCHWAB | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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3. | SEC Use Only
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4. | Source of Funds (See Instructions)
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
☐ | |||||
6. | Citizenship or Place of Organization
United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
40,220,457 | ||||
8. | Shared Voting Power
95,042,413 | |||||
9. | Sole Dispositive Power
40,220,457 | |||||
10. | Shared Dispositive Power
95,148,641 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
135,369,098 | |||||
12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
☐ | |||||
13. | Percent of Class Represented by Amount in Row 11
10.5% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Shares reported on this cover page are as of November 27, 2019. |
CUSIP No. 808513-10-5 | 13D | Page 3 of 11 Pages |
Item 1. | Security and Issuer. |
This Amendment No. 19 to Schedule 13D (this Schedule 13D) relates to the common stock, par value $0.01 per share (Common Stock), of The Charles Schwab Corporation (the Issuer).
The address of the principal executive office of the Issuer is:
The Charles Schwab Corporation
211 Main Street
San Francisco, California 94105
Item 2. | Identity and Background. |
(a) | Mr. Charles R. Schwab |
(b) | The Charles Schwab Corporation |
211 Main Street
San Francisco, California 94105
(c) | Chairman and Director |
The Charles Schwab Corporation
211 Main Street
San Francisco, California 94105
(d) | Inapplicable |
(e) | Inapplicable |
(f) | United States of America |
Item 3. | Source and Amount of Funds or Other Consideration. |
Inapplicable
Item 4. | Purpose of Transaction. |
The shares of Common Stock are held for personal investment, except as noted in Item 5 below.
On November 24, 2019, the Issuer and TD Ameritrade Holding Corporation, a Delaware Corporation (TD Ameritrade), entered into an Agreement and Plan of Merger, among the Issuer, TD Ameritrade and Americano Acquisition Corp., a wholly owned subsidiary of the Issuer (Merger Sub and such agreement, the Merger Agreement), pursuant to which, subject to the satisfaction or waiver of certain conditions, the Issuer has agreed to acquire the common stock of TD Ameritrade (the Merger).
Voting and Support Agreement
Concurrently with the execution and delivery of the Merger Agreement, TD Ameritrade entered into a voting and support agreement (the Voting Agreement) with Charles R. Schwab (Mr. Schwab) and certain related parties (Mr. Schwab and those related parties collectively, the Stockholders). The Voting Agreement requires, among other things, that the Stockholders (i) vote all of the shares of Common Stock they own in favor of the Share Issuance and the Charter Amendment (each as defined in the Merger Agreement), and against any competing transaction, (ii) prior to the approval of those matters by the stockholders of the Issuer, not transfer their shares of Common Stock on or prior to December 31, 2020, with certain exceptions, (iii) not solicit an alternative transaction or participate in discussions or negotiations regarding an alternative transaction, except when the Issuer is so permitted, and (iv) not participate in any litigation against the Issuer, Merger Sub or TD Ameritrade relating to the Merger Agreement or the consummation of the transactions. The Voting Agreement will terminate upon the earliest of the Effective Time (as defined in the Merger Agreement) and termination of the Merger Agreement in accordance with its terms.
CUSIP No. 808513-10-5 | 13D | Page 4 of 11 Pages |
Registration Rights Agreement
Concurrently with the execution and delivery of the Merger Agreement, Mr. Schwab, the Issuer and The Toronto-Dominion Bank, a Canadian-chartered bank (TD Bank), entered into an amended and restated registration rights agreement (the Registration Rights Agreement), effective as of the closing of the Merger, that will provide Mr. Schwab, TD Bank and, if they so elect to be a party, certain other parties, up to three demand registrations in any 12-month period and customary piggyback registration rights. The Registration Rights Agreement also provides that the Issuer will indemnify the registration rights holders against certain liabilities which may arise under the Securities Act. Once it becomes effective, the Registration Rights Agreement supersedes the existing Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between the Issuer and Charles R. Schwab.
The foregoing summaries of the Voting Agreement and the Registration Rights Agreement are qualified in their entirety by reference to Exhibits 37 and 38, respectively, to this Schedule 13D and are specifically incorporated into this Item 4 by reference.
Item 5. | Interest in Securities of the Issuer. |
(a) 135,369,098 shares of Common Stock (including 2,123,933 shares which may be acquired within 60 days upon exercise of options) reported as of November 27, 2019 represent (for the purposes of this Schedule 13D) approximately 10.5% of the Common Stock outstanding.
(b) The 135,369,098 shares of Common Stock referred to in Item 5(a) above consist of: (i) 40,220,457 shares of Common Stock as to which Mr. Schwab may be deemed to have sole voting and dispositive power (including 2,123,933 shares which may be acquired within 60 days upon exercise of options; and 38,096,524 shares held by certain trusts for which Mr. Schwab acts as trustee); (ii) 106,228 shares of Common Stock as to which Mr. Schwab may be deemed to have shared dispositive power but no voting power (held by The CRS 2016 Sibling Grantor Retained Annuity Trust for which Mr. Schwab has a nondurable power of attorney); and (iii) 95,042,413 shares of Common Stock as to which Mr. Schwab may be deemed to have shared voting and dispositive power (including 36,888,146 shares held by Mr. and Mrs. Schwab as trustees of The Charles & Helen Schwab Trust; 15,917,695 shares held by Mrs. Schwab as trustee of The Charles & Helen Schwab Living Trust; 32,609,941 shares held by HOS Investments LP, a limited partnership organized and existing under the laws of the State of Texas as to which Mr. and Mrs. Schwab are two of three members with shared voting and dispositive power; 9,105,308 shares held by the Charles & Helen Schwab Foundation, a nonprofit public benefit corporation as to which Mr. and Mrs. Schwab are directors with shared voting and dispositive power but disclaim beneficial ownership; 24,375 shares held by The Charles R. Schwab Foundation for Financial Freedom, a nonprofit public benefit corporation as to which Mr. Schwab is a director with shared voting and dispositive power but disclaims beneficial ownership; 385,000 shares held in the Helen O. Schwab Generation Skipping Trust; 61,923 shares held in trusts for the benefit of Mr. Schwabs grandchildren; 6,000 shares held in the Kevin P. ONeill Childrens Trust for which Mr. Schwab acts as trustee but disclaims beneficial ownership; and 44,025 shares held by 188 Corp., a corporation incorporated under the laws of the State of California as to which Mr. and Mrs. Schwab are directors with shared voting and dispositive power).
(c) The following transactions in Common Stock were effected in the sixty days prior to the filing of this Schedule 13D:
Date of Transaction |
Amount of Securities Involved |
Nature of Transaction |
Price Per Share |
Where and How Effected | ||||
10/17/2019 |
25,350 | Disposition | N/A | Gift by Schwab Living Trust | ||||
10/22/2019 |
175,960 | Disposition | N/A | Gift by Charles & Helen Schwab Foundation | ||||
10/23/2019 |
24,200 | Disposition | N/A | Gift by Schwab Living Trust | ||||
11/01/2019 |
48,245 | Disposition | N/A | Gift by Schwab Living Trust |
CUSIP No. 808513-10-5 | 13D | Page 5 of 11 Pages |
Date of Transaction |
Amount of Securities Involved |
Nature of Transaction |
Price Per Share |
Where and How Effected | ||||
11/01/2019 | 23,770 | Disposition | N/A | Gift by Charles & Helen Schwab Foundation | ||||
11/12/2019 |
2,537,820 | Disposition | N/A | Gift by Schwab Living Trust | ||||
11/26/2019 |
300,000 | Disposition | $49.0096(1) | Sale by Schwab Living Trust | ||||
11/26/2019 |
10,150 | Disposition | N/A | Gift by Charles & Helen Schwab Foundation | ||||
11/26/2019 |
30,475 | Disposition | N/A | Gift by Schwab Living Trust | ||||
11/27/2019 |
300,000 | Disposition | $49.7656(2) | Sale by Schwab Living Trust | ||||
11/27/2019 |
6,100 | Disposition | $49.9249(3) | Sale by Charles R. Schwab Foundation for Financial Freedom |
(1) | This transaction was executed in multiple trades at prices ranging from $48.775 to $49.285. The price reported reflects the weighted average sale price. Mr. Schwab hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transaction was effected. |
(2) | This transaction was executed in multiple trades at prices ranging from $49.485 to $49.965. The price reported reflects the weighted average sale price. Mr. Schwab hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transaction was effected. |
(3) | This transaction was executed in multiple trades at prices ranging from $49.89 to $49.95. The price reported reflects the weighted average sale price. Mr. Schwab hereby undertakes to provide upon request to the SEC staff full information regarding the number of shares and prices at which the transaction was effected. |
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Mr. Schwab, except for The CRS 2016 Sibling Grantor Retained Annuity Trust, the Charles & Helen Schwab Foundation and HOS Investments LP, as noted in Item 5(b) above.
(e) Inapplicable
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
1. | Registration Rights and Stock Restriction Agreement dated as of March 31, 1987 between Mr. Schwab and CL Acquisition Corporation (now named The Charles Schwab Corporation), which Agreement requires that share transfers be made in accordance with state and federal securities laws and subject to protection of the Issuers rights and further provides for registration rights in certain circumstances. | |
2. | Premium-Priced Stock Option Agreement dated as of October 20, 2005 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. |
CUSIP No. 808513-10-5 | 13D | Page 6 of 11 Pages |
3. | Premium-Priced Stock Option Agreement dated as of October 30, 2006 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
4. | Premium-Priced Stock Option Agreement dated as of November 1, 2007 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
5. | Non-Qualified Stock Option Agreement dated as of November 2, 2009 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
6. | Non-Qualified Stock Option Agreement dated as of March 1, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
7. | Non-Qualified Stock Option Agreement dated as of August 2, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
8. | Restricted Stock Unit Agreement dated as of November 1, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
9. | Non-Qualified Stock Option Agreement dated as of November 1, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
10. | Non-Qualified Stock Option Agreement dated as of March 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
11. | Non-Qualified Stock Option Agreement dated as of August 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
12. | Restricted Stock Unit Agreement dated as of November 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
13. | Non-Qualified Stock Option Agreement dated as of November 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
14. | Restricted Stock Unit Agreement dated as of March 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
15. | Non-Qualified Stock Option Agreement dated as of March 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
16. | Non-Qualified Stock Option Agreement dated as of August 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
17. | Non-Qualified Stock Option Agreement dated as of November 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
18. | Non-Qualified Stock Option Agreement dated as of March 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
19. | Restricted Stock Unit Agreement dated as of March 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
20. | Non-Qualified Stock Option Agreement dated as of August 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. |
CUSIP No. 808513-10-5 | 13D | Page 7 of 11 Pages |
21. | Non-Qualified Stock Option Agreement dated as of November 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan. | |
22. | Non-Qualified Stock Option Agreement dated as of March 3, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
23. | Restricted Stock Unit Agreement dated as of March 3, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
24. | Non-Qualified Stock Option Agreement dated as of August 1, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
25. | Non-Qualified Stock Option Agreement dated as of November 3, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
26. | Restricted Stock Unit Agreement dated as of March 2, 2015 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
27. | Non-Qualified Stock Option Agreement dated as of March 2, 2015 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
28. | Restricted Stock Unit Agreement dated as of March 1, 2016 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
29. | Non-Qualified Stock Option Agreement dated as of March 1, 2016 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
30. | Restricted Stock Unit Agreement dated as of March 1, 2017 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
31. | Non-Qualified Stock Option Agreement dated as of March 1, 2017 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
32. | Restricted Stock Unit Agreement dated as of March 1, 2018 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
33. | Non-Qualified Stock Option Agreement dated as of March 1, 2018 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
34. | Restricted Stock Unit Agreement dated as of March 1, 2019 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
35. | Non-Qualified Stock Option Agreement dated as of March 1, 2019 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan. | |
36. | Form of Power of Attorney of Beneficiary of The CRS 2016 Sibling Grantor Retained Annuity Trust. | |
37. | Voting and Support Agreement dated as of November 24, 2019 by and among Mr. Schwab and certain of his affiliates and TD Ameritrade Holding Corporation. The information in Item 4 is incorporated herein by reference. |
CUSIP No. 808513-10-5 | 13D | Page 8 of 11 Pages |
38. | Registration Rights Agreement dated as of November 24, 2019 by and among The Charles Schwab Corporation, Mr. Schwab, The Toronto-Dominion Bank and, if they elect to be parties thereto, certain other stockholders described therein. The information in Item 4 is incorporated herein by reference. |
Also, the responses to Item 5 of this Schedule 13D are incorporated herein by reference.
Item 7. | Material to Be Filed as Exhibits. |
1. | Registration Rights and Stock Restriction Agreement dated as of March 31, 1987 between Charles R. Schwab and CL Acquisition Corporation (now named The Charles Schwab Corporation) (incorporated by reference to Exhibit 1 to Amendment No. 8 to Mr. Schwabs Schedule 13D dated July 31, 1995). | |
2. | Premium-Priced Stock Option Agreement dated as of October 20, 2005 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 4 to Amendment No. 11 to Mr. Schwabs Schedule 13D dated March 9, 2006). | |
3. | Premium-Priced Stock Option Agreement dated as of October 30, 2006 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 5 to Amendment No. 12 to Mr. Schwabs Schedule 13D dated July 10, 2007). | |
4. | Premium-Priced Stock Option Agreement dated as of November 1, 2007 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 5 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
5. | Non-Qualified Stock Option Agreement dated as of November 2, 2009 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 6 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
6. | Non-Qualified Stock Option Agreement dated as of March 1, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 8 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
7. | Non-Qualified Stock Option Agreement dated as of August 2, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 9 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
8. | Restricted Stock Unit Agreement dated as of November 1, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
9. | Non-Qualified Stock Option Agreement dated as of November 1, 2010 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 11 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
10. | Non-Qualified Stock Option Agreement dated as of March 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 12 to Amendment No. 13 to Mr. Schwabs Schedule 13D dated May 17, 2011). | |
11. | Non-Qualified Stock Option Agreement dated as of August 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 13 to Amendment No. 14 to Mr. Schwabs Schedule 13D dated July 20, 2012). |
CUSIP No. 808513-10-5 | 13D | Page 9 of 11 Pages |
12. | Restricted Stock Unit Agreement dated as of November 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 14 to Amendment No. 14 to Mr. Schwabs Schedule 13D dated July 20, 2012). | |
13. | Non-Qualified Stock Option Agreement dated as of November 1, 2011 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 15 to Amendment No. 14 to Mr. Schwabs Schedule 13D dated July 20, 2012). | |
14. | Restricted Stock Unit Agreement dated as of March 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 16 to Amendment No. 14 to Mr. Schwabs Schedule 13D dated July 20, 2012). | |
15. | Non-Qualified Stock Option Agreement dated as of March 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 17 to Amendment No. 14 to Mr. Schwabs Schedule 13D dated July 20, 2012). | |
16. | Non-Qualified Stock Option Agreement dated as of August 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 18 to Amendment No. 15 to Mr. Schwabs Schedule 13D dated January 8, 2013). | |
17. | Non-Qualified Stock Option Agreement dated as of November 1, 2012 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 19 to Amendment No. 15 to Mr. Schwabs Schedule 13D dated January 8, 2013). | |
18. | Non-Qualified Stock Option Agreement dated as of March 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 18 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
19. | Restricted Stock Unit Agreement dated as of March 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 19 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
20. | Non-Qualified Stock Option Agreement dated as of August 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 20 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
21. | Non-Qualified Stock Option Agreement dated as of November 1, 2013 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 21 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
22. | Non-Qualified Stock Option Agreement dated as of March 3, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 22 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
23. | Restricted Stock Unit Agreement dated as of March 3, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 23 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
24. | Non-Qualified Stock Option Agreement dated as of August 1, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 24 to Amendment No. 16 to Mr. Schwabs Schedule 13D dated October 15, 2014). | |
25. | Non-Qualified Stock Option Agreement dated as of November 3, 2014 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 25 to Amendment No. 17 to Mr. Schwabs Schedule 13D dated August 13, 2015). |
CUSIP No. 808513-10-5 | 13D | Page 10 of 11 Pages |
26. | Restricted Stock Unit Agreement dated as of March 2, 2015 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 26 to Amendment No. 17 to Mr. Schwabs Schedule 13D dated August 13, 2015). | |
27. | Non-Qualified Stock Option Agreement dated as of March 2, 2015 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 27 to Amendment No. 17 to Mr. Schwabs Schedule 13D dated August 13, 2015). | |
28. | Restricted Stock Unit Agreement dated as of March 1, 2016 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 28 to Amendment No. 18 to Mr. Schwabs Schedule 13D dated January 10, 2018). | |
29. | Non-Qualified Stock Option Agreement dated as of March 1, 2016 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 29 to Amendment No. 18 to Mr. Schwabs Schedule 13D dated January 10, 2018). | |
30. | Restricted Stock Unit Agreement dated as of March 1, 2017 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 30 to Amendment No. 18 to Mr. Schwabs Schedule 13D dated January 10, 2018). | |
31. | Non-Qualified Stock Option Agreement dated as of March 1, 2017 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 31 to Amendment No. 18 to Mr. Schwabs Schedule 13D dated January 10, 2018). | |
32. | Restricted Stock Unit Agreement dated as of March 1, 2018 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan.* | |
33. | Non-Qualified Stock Option Agreement dated as of March 1, 2018 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan.* | |
34. | Restricted Stock Unit Agreement dated as of March 1, 2019 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan.* | |
35. | Non-Qualified Stock Option Agreement dated as of March 1, 2019 between The Charles Schwab Corporation and Mr. Schwab pursuant to the 2013 Stock Incentive Plan.* | |
36. | Form of Power of Attorney of Beneficiary of The CRS 2016 Sibling Grantor Retained Annuity Trust.* | |
37. | Voting and Support Agreement dated as of November 24, 2019 by and among Mr. Schwab and certain of his affiliates and TD Ameritrade Holding Corporation (incorporated by reference to Exhibit 10.1 of TD Ameritrade Holding Corporations Current Report on Form 8-K filed with the Commission on November 27, 2019 (File No. 1-35509)). | |
38. | Registration Rights Agreement dated as of November 24, 2019 by and among The Charles Schwab Corporation, Mr. Schwab, The Toronto-Dominion Bank and, if they elect to be parties thereto, certain other stockholders described therein (incorporated by reference to Exhibit 10.5 of the Issuers Current Report on Form 8-K filed with the Commission on November 29, 2019 (File No. 1-9700)). |
* | Filed herewith. |
CUSIP No. 808513-10-5 | 13D | Page 11 of 11 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 29, 2019
/s/ Charles R. Schwab Charles R. Schwab |
Exhibit 32
THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT GRANT
(PERFORMANCE-BASED VESTING)
You have been granted Restricted Stock Units. A Restricted Stock Unit represents the right to receive, subject to certain conditions, a share of common stock (a Share) of The Charles Schwab Corporation (Schwab), under The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan). Your Restricted Stock Units are granted subject to the following terms:
Name of Recipient: | Charles Schwab | |
Number of Target | ||
Restricted Stock Units | ||
Granted: | 32,864 | |
Grant Date: | March 01, 2018 | |
Performance Period(s): | January 1, 2018 to December 31, 2020 | |
Vesting Schedule: | So long as you remain in service in good standing and subject to the terms of the Restricted Stock Unit Agreement and certification of the achievement of the Performance Goal by Schwabs Compensation Committee, this grant vests as follows: | |
Number of Target Restricted Stock Units on Vesting Date: | ||
32,864 on March 01, 2021 |
The Target Restricted Stock Units shall vest only if Schwabs Compensation Committee certifies that as of the Vesting Date above, Schwab has satisfied the Performance Goal for the applicable performance period ending prior to such Vesting Date. The Performance Goal shall be established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed).
The number of Shares payable pursuant to the Target Restricted Stock Units granted herein will be determined based on a formula established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed).
Except as otherwise provided in the Restricted Stock Unit Agreement, if the Performance Goal is not met, any unvested portion of the grant will be forfeited automatically and permanently on the date established by the Compensation Committee.
Restricted Stock Units are an unfunded and unsecured obligation of Schwab. Any vested Restricted Stock Units will be paid in Shares as soon as administratively possible after vesting, but in no event beyond March 15th of the year following the year of vesting.
You and Schwab agree that this grant is issued under and governed by the terms and conditions of the Plan and the Restricted Stock Unit Agreement, both of which are made a part of this notice. Please review the Restricted Stock Unit Agreement and the Plan carefully, as they explain the terms and conditions of this grant. You agree that Schwab may deliver electronically all documents relating to the Plan or this grant (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that Schwab is required to deliver to its stockholders. By accepting this grant, you agree to all of the terms and conditions described above, in the Restricted Stock Unit Agreement and in the Plan, and you have no right whatsoever to change or negotiate such terms and conditions.
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THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(PERFORMANCE-BASED VESTING)
Payment for Units |
No payment is required for the Restricted Stock Units that you are receiving. Restricted Stock Units are an unfunded and unsecured obligation of The Charles Schwab Corporation (Schwab). | |
Vesting | Subject to the provisions of this Restricted Stock Unit Agreement (Agreement), a Restricted Stock Unit becomes vested as described in the Notice of Restricted Stock Unit Grant based on the achievement of the Performance Goal established by the Compensation Committee (the Compensation Committee) of the Board of Directors of Schwab (the Board), of which this Restricted Stock Unit Agreement is a part.
Unvested units will be considered Restricted Stock Units. If your service terminates for any reason, then your Restricted Stock Units will automatically and permanently be forfeited to the extent that they have not vested before the termination date and will not vest as a result of the termination, unless otherwise noted below. This means that the Restricted Stock Units will immediately revert to Schwab. You will receive no payment for Restricted Stock Units that are forfeited. Schwab determines when your service terminates for this purpose. For all purposes of this Agreement, service means continuous employment as a commonlaw employee of Schwab or a parent company or subsidiary of Schwab, and subsidiary means a subsidiary corporation as defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the Code). | |
Accelerated Vesting |
This grant, to the extent not already forfeited, will become fully vested and payable at target upon your death or disability. If, prior to the date your service terminates, Schwab is subject to a change in control, as defined in The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan), this grant, to the extent not already forfeited, will become fully vested and payable at target as of the date that the change in control occurs. | |
Continued Vesting |
If your service terminates on account of your retirement as defined below, you will be treated as in service in good standing for purposes of determining further vesting of the grant. |
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If you are entitled to severance benefits under The Charles Schwab Severance Pay Plan (or any successor plan) and have signed your Severance Agreement, then you may be treated as in service in good standing during your Severance Period for purposes of determining further vesting of the grant under the terms of that plan. | ||
Definition of Fair Market Value | Fair market value means the average of the high and low price of a Share (as defined below) as reported on the New York Stock Exchange on the applicable determination date. | |
Definition of Disability |
For all purposes of this Agreement, disability means that you have a disability such that you have been determined to be eligible for benefits under Schwabs long-term disability plan, or if you are not covered by Schwabs long-term disability plan, 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 12 months or which can be expected to result in death as determined by Schwab in its sole discretion. | |
Definition of Retirement |
If you are an employee of Schwab and its subsidiaries, retirement means termination of service for any reason other than death at any time after the earlier of when you attain age 55, but only if, at the time of your termination, you have been credited with at least 10 years of service or when you attain age 65, but only if, at the time of your termination, you have been credited with at least 5 years of service.
The phrase years of service above has the same meaning given to it under The SchwabPlan Retirement Savings and Investment Plan (or any successor plan). | |
Payment of Shares |
The Target Restricted Stock Units in the Notice of Restricted Stock Unit Grant will be used to determine the shares of common stock of The Charles Schwab Corporation (Shares) payable based on the Performance Goal and formula established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed). The Shares payable are calculated following the end of the Performance Period based on the Performance Goal achieved and any adjustments provided for under the Plan and this Agreement. The Shares shall be paid as soon as administratively possible following vesting, but in no event beyond March 15th of the year following the year of vesting. |
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Restrictions on Restricted Stock Units | You may not sell, transfer, pledge, or otherwise dispose of any Restricted Stock Units without Schwabs written consent. Schwab will deliver Shares to you only after the Restricted Stock Units vest and after all other terms and conditions in this Agreement have been satisfied.
Schwab may, in its sole discretion, allow you to transfer these Restricted Stock Units under a domestic relations order in settlement of marital or domestic property rights.
In order to transfer these Restricted Stock Units, you and the transferee(s) must follow the procedures prescribed by Schwab, and the transferee must follow the terms of this Agreement. | |
Delivery of Shares After Death | In the event of your death prior to the date your service terminates, your Shares will be delivered to your beneficiary or beneficiaries. You may designate one or more beneficiaries by filing a beneficiary designation form with Schwab. You may change your beneficiary designation by filing a new form with Schwab at any time prior to your death. If you do not designate a beneficiary or if your designated beneficiary predeceases you, then, your Shares will be delivered to your estate. The Compensation Committee, in its sole discretion, will determine the form and time of the distribution of Shares. In no event will the payment be made beyond March 15th of the year following the year of death. | |
Restrictions on Resale |
You agree not to sell any Shares at a time when applicable laws, Schwabs policies, or an agreement between Schwab and its underwriters prohibit a sale. This restriction will apply as long as your service continues and for such period of time after the termination of your service as Schwab may specify. | |
Cancellation of Restricted Stock Units | To the fullest extent permitted by applicable laws, these Restricted Stock Units will immediately be cancelled and will expire in the event that Schwab terminates your employment on account of conduct contrary to the best interests of Schwab, including, without limitation, conduct constituting a violation of law or Schwab policy, fraud, theft, conflict of interest, dishonesty or harassment. The determination whether your employment has been terminated on account of conduct inimical to the best interests of Schwab shall be made by Schwab in its sole discretion, and will be entitled to deference upon any review. |
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Withholding Taxes |
The Restricted Stock Units will not be paid in Shares unless you have made acceptable arrangements to pay any applicable withholding of income and employment taxes that may be due as a result of this grant. These arrangements may include withholding Shares. Schwab may withhold the number of whole Shares, valued at the fair market value on the applicable date required to satisfy such applicable withholding taxes. Schwab will round up to the next whole Share to cover the applicable withholding taxes, and any amounts in excess of the applicable withholding taxes resulting from rounding up to the next whole Share will be added to your federal income tax withholdings. In the event you do not elect to pay applicable withholding taxes in cash, Schwab shall withhold Shares as noted above.
Applicable withholding taxes due on the distribution of Shares subject to this award following termination of employment will be withheld as noted above, unless you have made acceptable arrangements to pay any applicable withholding taxes in cash. If you elect to pay applicable withholding taxes due on the distribution of Shares in cash, you are responsible for having sufficient funds in your Schwab brokerage account to cover the applicable withholding taxes at the time they are due. | |
No Stockholder Rights |
Your Restricted Stock Units carry no voting or other stockholder rights. You have no rights as a Schwab stockholder until your units are settled by issuing Shares. | |
Contribution of Par Value | On your behalf, Schwab will contribute to its capital an amount equal to the par value of the Shares issued to you. | |
Dividend Equivalent Rights | If Schwab pays cash dividends on Shares, each Restricted Stock Unit will accrue a dividend equivalent equal to the cash dividend paid per Share, subject to the same vesting and forfeiture provisions as the associated Restricted Stock Units, to be paid in cash without interest at the time the associated Restricted Stock Units vest and Shares are released. In no event will the accumulated dividend equivalent be paid beyond March 15th of the year following the year in which the associated Restricted Stock Units vest. | |
No Right to Remain Employee |
Nothing in this Agreement will be construed as giving you the right to be retained as an employee, contingent worker, or director of Schwab and its subsidiaries for any specific duration or at all. |
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Limitation on Payments |
If a payment from the Plan would constitute an excess parachute payment under section 280G of the Code or if there have been certain securities law violations, then your grant may be reduced or forfeited and you may be required to disgorge any profit that you have realized from your grant.
If a disqualified individual receives a payment or transfer under the Plan that would constitute an excess parachute payment under section 280G of the Code, such payment will be reduced, as described below. Generally, someone is a disqualified individual under section 280G if he or she is (a) an officer of Schwab, (b) a member of the group consisting of the highest paid 1% of the employees of Schwab or, if less, the highest paid 250 employees of Schwab, or (c) a 1% stockholder of Schwab. For purposes of this section on Limitation on Payments, the term Schwab will include affiliated corporations to the extent determined by the independent auditors most recently selected by the Board (the Auditors) in accordance with section 280G(d)(5) of the Code.
In the event that the Auditors determine that any payment or transfer in the nature of compensation to or for your benefit, whether paid or payable (or transferred or transferable) pursuant to the terms of the Plan or otherwise (a Payment), would be nondeductible for federal income tax purposes because of the provisions concerning excess parachute payments in section 280G of the Code, then the aggregate present value of all Payments will be reduced (but not below zero) to the Reduced Amount (as defined below); provided, however, that the Compensation Committee may specify in writing that the grant will not be so reduced and will not be subject to reduction under this section.
For this purpose, the Reduced Amount will be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by Schwab because of section 280G of the Code.
|
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If the Auditors determine that any Payment would be nondeductible because of section 280G of the Code, then Schwab will promptly give you notice to that effect and a copy of the detailed calculation of the Reduced Amount. You may then elect, in your discretion, which and how much of the Payments will be eliminated or reduced (as long as after such election, the aggregate present value of the Payments equals the Reduced Amount, and your election is consistent with any mandatory eliminations or reductions that apply under other agreements or the Plan). You will advise Schwab in writing of your election within 10 days of receipt of the notice.
If you do not make such an election within the 10-day period, then Schwab may elect which and how much of the Payments will be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount). Schwab will notify you promptly of its election. Present value will be determined in accordance with section 280G(d)(4) of the Code. The Auditors determinations will be binding upon you and Schwab and will be made within 60 days of the date when a Payment becomes payable or transferable.
As promptly as practicable following these determinations and elections, Schwab will pay or transfer to or for your benefit such amounts as are then due to you under the Plan and will promptly pay or transfer to or for your benefit in the future such amounts as become due to you under the Plan.
As a result of uncertainty in the application of section 280G of the Code at the time of an initial determination by the Auditors, it is possible that Payments will have been made by Schwab that should not have been made (an Overpayment) or that additional Payments that will not have been made by Schwab could have been made (an Underpayment) consistent in each case with the calculation of the Reduced Amount. In the event the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against you or Schwab that the Auditors believe has a high probability of success, determine that an Overpayment has been made, the amount of such Overpayment will be paid by you to Schwab on demand, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. However, no amount will be payable by you to Schwab if and to the extent that such payment would not reduce the amount that is subject to taxation under section 4999 of the Code. In the event the Auditors determine that an Underpayment has occurred, such Underpayment will promptly be paid or transferred by Schwab to or for your benefit, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. |
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Notwithstanding the foregoing, in no event will a payment be made under this Section beyond March 15th of the year following the year in which the amount ceases to be subject to a substantial risk of forfeiture. | ||
Plan Administration |
The Plan administrator has discretionary authority to make all determinations related to this grant and to construe the terms of the Plan, the Notice of Restricted Stock Unit Grant and this Agreement. The Plan administrators determinations are conclusive and binding on all persons, and they are entitled to deference upon any review. | |
Adjustments | In the event of a stock split, a stock dividend or a similar change in the Shares, the number of Restricted Stock Units that remain subject to forfeiture shall be adjusted accordingly. | |
Severability | In the event that any provision of this Agreement is held invalid or unenforceable, the provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. | |
Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice- of-law provisions), as such laws are applied to contracts entered into and performed in Delaware. | |
The Plan and Other Agreements | The text of the Plan is incorporated in this Agreement by reference. This Agreement, the Notice of Restricted Stock Unit Grant and the Plan constitute the entire understanding between you and Schwab regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded. This Agreement may be amended only by another written agreement, signed by both parties and approved by the Compensation Committee. If there is any inconsistency or conflict between any provision of this Agreement and the Plan, the terms of the Plan will control. |
BY ACCEPTING THIS GRANT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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Exhibit 33
THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
NOTICE OF NONQUALIFIED STOCK OPTION GRANT
You have been granted the following option to purchase common stock (Shares) of The Charles Schwab Corporation (Schwab) under The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan). A stock option represents the right to purchase Shares at a fixed price, called the exercise price, within a certain period of time. Your option is granted subject to the following terms:
Name of Recipient: | Charles Schwab | |
Total Number of | ||
Shares Granted: | 109,594 | |
Exercise Price Per | ||
Share: | $52.05 | |
Grant Date: | March 01, 2018 | |
Expiration Date: | March 01, 2028 | |
Vesting Schedule: | So long as you remain employed in good standing by Schwab or its subsidiaries and subject to the terms of the Nonqualified Stock Option Agreement, you will acquire the right to exercise this option (become vested in this option) on the following dates and in the following amounts: |
Number of Shares on Vesting Date: | ||
27,398 on March 01, 2019 27,399 on March 01, 2020 27,398 on March 01, 2021 27,399 on March 01, 2022 |
You and Schwab agree that this option is granted under and governed by the terms and conditions of the Plan and the Nonqualified Stock Option Agreement, both of which are made a part of this notice. Please review the Nonqualified Stock Option Agreement and the Plan carefully, as they explain the terms and conditions of this option. You agree that Schwab may deliver electronically all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that Schwab is required to deliver to its stockholders.
THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Tax Treatment | This option is a nonqualified stock option and is not intended to qualify as an incentive stock option under federal tax laws. | |
Vesting | Subject to the provisions of this Nonqualified Stock Option Agreement (Agreement), this option becomes vested in installments as described in the Notice of Nonqualified Stock Option Grant. | |
Accelerated Vesting |
This option will become fully exercisable if your service with The Charles Schwab Corporation (Schwab) and its subsidiaries terminates on account of your death or disability.
This option will become fully exercisable if your service with Schwab and its subsidiaries terminates on account of your retirement as defined below.
If, prior to the date your service terminates, Schwab is subject to a change in control (as defined in The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan)), this option will become fully exercisable immediately preceding the change in control. If the Compensation Committee (or its delegate) (the Compensation Committee) of the Board of Directors of Schwab (the Board) determines that a change in control is likely to occur, Schwab will advise you and this option will become fully exercisable as of the date 10 days prior to the anticipated date of the change in control. | |
Definition of Disability |
For all purposes of this Agreement, disability means that you have a disability such that you have been determined to be eligible for benefits under Schwabs long-term disability plan or if you are not covered by Schwabs long-term disability plan, 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 12 months or which can be expected to result in death as determined by Schwab in its sole discretion. | |
Definition of Retirement |
For all purposes of this Agreement, retirement will mean any termination of employment with Schwab and its subsidiaries for any reason other than death at any time after the earlier of when you attain age 55, but only if, at the time of your termination, you have been credited with at least 10 years of service or when you attain age 65, but only if, at the time of your termination, you have been credited with at least 5 years of service. |
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The phrase years of service above has the same meaning given to it under the SchwabPlan Retirement Savings and Investment Plan (or any successor plan). | ||
Exercise Procedures |
You or your representative may exercise this option by following the procedures prescribed by Schwab. If this option is being exercised by your representative, your representative must furnish proof satisfactory to Schwab of your representatives right to exercise this option. After completing the prescribed procedures, Schwab will cause to be issued the shares of common stock of Schwab (Shares) purchased, which will be registered in the name of the person exercising this option. | |
Forms of Payment |
When you submit your notice of exercise, you must pay the option exercise price for the Shares you are purchasing. Payment may be made in one of the following forms: | |
Cash in your Schwab brokerage account in an amount sufficient to cover the option exercise price of the Shares and the required tax withholding. (This exercise method is sometimes referred to as Exercise and Hold). | ||
Shares surrendered to Schwab. These Shares will be valued at their fair market value on the date when the new Shares are purchased. (This exercise method is sometimes referred to as a Stock Swap.) | ||
By delivery (in a manner prescribed by Schwab) of an irrevocable direction to Charles Schwab & Co., Inc. to sell Shares (including Shares to be issued upon exercise of this option) and to deliver all or part of the sale proceeds to Schwab in payment of all or part of the exercise price. (This exercise method is sometimes referred to as Exercise and Sell or Sell to Cover.) | ||
Term | This option expires no later than the Expiration Date specified in the Notice of Nonqualified Stock Option Grant but may expire earlier upon your termination of service, as described below. | |
Termination of Service |
This option will expire on the date three months following the date of your termination of employment with Schwab and its subsidiaries for any reason other than on account of death, disability or retirement. The terms disability and retirement are defined above.
If you cease to be an employee of Schwab and its subsidiaries by reason of your disability or death, then this option will expire on the first anniversary of the date of your death or disability. |
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If you cease to be an employee of Schwab and its subsidiaries by reason of your retirement and have been credited with at least 5 years of service, then this option will expire on the earlier of the fifth anniversary of the date of your termination or the Expiration Date specified in the Notice of Nonqualified Stock Option Grant. If you cease to be an employee of Schwab and its subsidiaries by reason of your retirement and have been credited with at least 15 years of service, then this option will expire on the Expiration Date specified in the Notice of Nonqualified Stock Option Grant. | ||
Effect of Entitlement to Severance | If you are entitled to severance benefits under The Charles Schwab Severance Pay Plan (or any successor plan) and have signed your Severance Agreement, then vesting of this option shall be determined under the terms of that plan. | |
Cancellation of Options |
To the fullest extent permitted by applicable laws, this option will immediately be cancelled and will expire in the event that Schwab terminates your employment on account of conduct contrary to the best interests of Schwab, including, without limitation, conduct constituting a violation of law or Schwab policy, fraud, theft, conflict of interest, dishonesty or harassment. The determination whether your employment has been terminated on account of conduct inimical to the best interests of Schwab shall be made by Schwab in its sole discretion. | |
Withholding Taxes and Stock Withholding | You will not be allowed to exercise this option unless you make arrangements acceptable to Schwab to pay any applicable withholding of income and employment taxes that may be due as a result of the option exercise. These arrangements may include without limitation withholding Shares that otherwise would be issued to you when you exercise this option. In the event you do not elect to pay applicable withholding taxes in cash, Schwab shall withhold Shares. Schwab may withhold the number of whole Shares, valued at the fair market value on the applicable date, required to satisfy such applicable withholding taxes. Schwab will round up to the next whole Share to cover the applicable withholding taxes, and any amounts in excess of the applicable withholding taxes resulting from rounding up to the next whole Share will be added to your federal income tax withholdings. | |
Restrictions on Exercise and Issuance or Transfer of Shares | You cannot exercise this option and no Shares may be issued under this option if the issuance of Shares at that time would violate any applicable law, regulation, or rule. Schwab may impose restrictions upon the sale, pledge, or other transfer of Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of Schwab and its counsel, such restrictions are necessary or desirable to comply with applicable law, regulations or rules. |
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No Stockholder Rights | You, or your estate or heirs, have no rights as a stockholder of Schwab until you have exercised this option by giving the required notice to Schwab and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan. | |
No Right to Employment |
Nothing in this Agreement will be construed as giving you the right to be retained as an employee, consultant, or director of Schwab and its subsidiaries for any specific duration or at all. | |
Transfer of Option |
In general, only you may exercise this option prior to your death. You may not transfer or assign this option, except as provided below. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. | |
You may dispose of this option in your will or in a beneficiary designation. You may designate one or more beneficiaries by filing a beneficiary designation form with Schwab. You may change your beneficiary designation by filing a new form with Schwab at any time prior to your death. If you do not designate a beneficiary or if your designated beneficiary predeceases you, then your options will be exercisable by your estate.
Schwab may, in its sole discretion, allow you to transfer this option under a domestic relations order in settlement of marital or domestic property rights.
In order to transfer this option, you and the transferee(s) must follow the procedures prescribed by Schwab, and the transferee(s) must follow the terms of this Agreement. | ||
Limitation on Payments |
If a payment from the Plan would constitute an excess parachute payment or if there have been certain securities law violations, then your grant may be reduced or cancelled and you may be required to disgorge any profit that you have realized from your grant.
If a disqualified individual receives a payment or transfer under the Plan that would constitute an excess parachute payment under the Internal Revenue Code of 1986, as amended (the Code), such payment will be reduced, as described below. Generally, someone is a disqualified individual under section 280G if he or she is (a) an officer of Schwab, (b) a member of the group consisting of the highest paid 1% of the employees of Schwab or, if less, the highest paid 250 employees of Schwab, or (c) a 1% stockholder of Schwab. |
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For purposes of this section on Limitation on Payments, the term Schwab will include affiliated corporations to the extent determined by the Auditors (as defined below) in accordance with section 280G(d)(5) of the Code. | ||
In the event that the independent auditors most recently selected by the Board (the Auditors) determine that any payment or transfer in the nature of compensation to or for your benefit, whether paid or payable (or transferred or transferable) pursuant to the terms of the Plan or otherwise (a Payment), would be nondeductible for federal income tax purposes because of the provisions concerning excess parachute payments in section 280G of the Code, then the aggregate present value of all Payments will be reduced (but not below zero) to the Reduced Amount (as defined below); provided, however, that the Compensation Committee may specify in writing that the grant will not be so reduced and will not be subject to reduction under this section. | ||
For this purpose, the Reduced Amount will be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by Schwab because of section 280G of the Code. | ||
If the Auditors determine that any Payment would be nondeductible because of section 280G of the Code, then Schwab will promptly give you notice to that effect and a copy of the detailed calculation and of the Reduced Amount. You may then elect, in your discretion, which and how much of the Payments will be eliminated or reduced (as long as after such election, the aggregate present value of the Payments equals the Reduced Amount, and your election is consistent with any mandatory eliminations or reductions that apply under other agreements or the Plan). You will advise Schwab in writing of your election within 10 days of receipt of the notice. If you do not make such an election within the 10-day period, then Schwab may elect which and how much of the Payments will be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount). Schwab will notify you promptly of its election. Present value will be determined in accordance with section 280G(d)(4) of the Code. The Auditors determinations will be binding upon you and Schwab and will be made within 60 days of the date when a Payment becomes payable or transferable. | ||
As promptly as practicable following these determinations and elections, Schwab will pay or transfer to or for your benefit such amounts as are then due to you under the Plan, and will promptly pay or transfer to or for your benefit in the future such amounts as become due to you under the Plan. |
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As a result of uncertainty in the application of section 280G of the Code at the time of an initial determination by the Auditors, it is possible that Payments will have been made by Schwab that should not have been made (an Overpayment) or that additional Payments that will not have been made by Schwab could have been made (an Underpayment) consistent in each case with the calculation of the Reduced Amount. In the event the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against you or Schwab that the Auditors believe has a high probability of success determine that an Overpayment has been made, such Overpayment will be treated for all purposes as a loan to you that you will repay to Schwab on demand, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. However, no amount will be payable by you to Schwab if and to the extent that such payment would not reduce the amount that is subject to taxation under section 4999 of the Code. In the event the Auditors determine that an Underpayment has occurred, such Underpayment will promptly be paid or transferred by Schwab to or for your benefit, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. | ||
Plan Administration |
The Plan administrator has discretionary authority to make all determinations related to this option and to construe the terms of the Plan, the Notice of Nonqualified Stock Option Grant, and this Agreement. The Plan administrators determinations are conclusive and binding on all persons, and they are entitled to deference upon any review. | |
Adjustments | In the event of a stock split, a stock dividend or a similar change in Shares, the Compensation Committee, in its discretion, may adjust the number of Shares covered by this option and the exercise price per Share. | |
Severability | In the event that any provision of this Agreement is held invalid or unenforceable, the provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. | |
Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions), as such laws are applied to contracts entered into and performed in Delaware. |
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The Plan and Other Agreements | The text of the Plan is incorporated in this Agreement by reference. This Agreement (including the Additional Terms and Conditions for Non-U.S. Recipients and the Country-Specific Provisions), the Notice of Nonqualified Stock Option Grant, and the Plan constitute the entire understanding between you and Schwab regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement approved by the Compensation Committee and signed by both parties. If there is any inconsistency or conflict between any provision of this Agreement and the Plan, the terms of the Plan will control. Nothing in this Agreement gives you the ability to negotiate or change the key terms and conditions described above, in the Notice of Nonqualified Stock Option Grant and in the Plan. |
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ADDITIONAL TERMS AND CONDITIONS FOR NON-U.S. RECIPIENTS
The additional (or, if so indicated, different) terms and conditions set forth below are specifically incorporated into the Nonqualified Stock Option Agreement (the Agreement) for awards granted outside the United States (U.S.). These terms and conditions govern this option granted under the Plan if you reside or work outside of the U.S. Due to the complexities of legal, regulatory and tax issues, you should seek appropriate professional advice as to how the relevant laws in the applicable country may apply to your individual situation.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Agreement.
Withholding Taxes and Stock Withholding: The following provisions supplement the Withholding Taxes and Stock Withholding section of the Agreement:
You acknowledge that, regardless of any action taken by Schwab or, if different, your employer (Employer), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (withholding taxes), is and remains your responsibility and may exceed the amount, if any, actually withheld by Schwab or your Employer. You further acknowledge that Schwab and/or your Employer (1) make no representations or undertakings regarding the treatment of any withholding taxes in connection with any aspect of this option, including, but not limited to, the grant, vesting or exercise of this option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this option to reduce or eliminate your liability for withholding taxes or achieve any particular tax result. Further, if you are subject to withholding taxes in more than one jurisdiction, you acknowledge that Schwab and/or your Employer (or former employer, as applicable) may be required to withhold or account for withholding taxes in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to Schwab and/or the Employer to satisfy all withholding taxes.
In this regard, you authorize Schwab and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all withholding taxes by one or a combination of the following: (a) withholding from your wages or other cash compensation paid to you by Schwab and/or the Employer; (b) withholding from funds in your Schwab brokerage account; (c) requiring you to make a cash payment in an amount equal to the withholding obligations for withholding taxes; (d) withholding from proceeds of the sale of Shares acquired upon exercise of this option either through a voluntary sale or through a mandatory sale arranged by Schwab (on your behalf pursuant to this authorization without further consent); (e) withholding in Shares to be issued upon exercise of this option; or (f) any other method of withholding determined by Schwab and permitted by applicable law.
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Depending on the withholding method, Schwab may withhold or account for withholding taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for withholding taxes is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the exercised option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the withholding taxes.
Nature of Grant: In accepting this option, you acknowledge, understand and agree that:
(1) | the Plan is established voluntarily by Schwab, it is discretionary in nature and it may be modified, amended, suspended or terminated by Schwab at any time, to the extent permitted by the Plan; |
(2) | the grant of this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; |
(3) | all decisions with respect to future options or other grants, if any, will be at the sole discretion of Schwab; |
(4) | you are voluntarily participating in the Plan; |
(5) | this option, any Shares acquired under this option, and the income and value of same, are not intended to replace any pension rights or compensation; |
(6) | this option and any Shares acquired under this option, and the income and value of same, are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; |
(7) | unless otherwise agreed with Schwab, this option and the Shares acquired under this option, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary of Schwab; |
(8) | the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; |
(9) | if the underlying Shares do not increase in value, this option will have no value; |
(10) | if you exercise this option and acquire Shares, the value of such Shares may increase or decrease in value, even below the exercise price; |
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(11) | for purposes of this option, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to Schwab and its subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by Schwab, (i) your right to vest in this option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of garden leave or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the period (if any) during which you may exercise this option after such termination of your employment or service relationship will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or terms of your employment agreement, if any; the Plan administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of this option grant (including whether you may still be considered to be providing services while on a leave of absence); |
(12) | unless otherwise provided in the Plan or by Schwab in its discretion, this option and the benefits evidenced by this Agreement do not create any entitlement to have this option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and |
(13) | neither Schwab, its subsidiaries nor your Employer shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this option or of any amounts due to you pursuant to the exercise of this option or the subsequent sale of any Shares acquired upon exercise. |
No Advice Regarding Grant: Schwab is not providing any tax, legal or financial advice, nor is Schwab making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Compliance with Law: Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, Schwab shall not be required to deliver any Shares issuable upon exercise of this option prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (SEC) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Schwab shall, in its
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absolute discretion, deem necessary or advisable. You understand that Schwab is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that Schwab shall have unilateral authority to amend the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
Insider Trading/Market Abuse Laws: You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the Shares are listed and in applicable jurisdictions including the United States and your country or your brokers country, if different, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., this option) or rights linked to the value of Shares during such times you are considered to have inside information regarding Schwab (as defined in the laws or regulations in applicable jurisdictions). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Schwab insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and are advised to speak to your personal advisor on this matter.
Foreign Asset/Account Reporting: Please be aware that your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You acknowledge that it is your responsibility to be compliant with such regulations, and you should speak to your personal advisor on this matter.
Data Privacy: You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other option grant materials (Data) by and among, as applicable, your Employer, Schwab and its subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that Schwab and your Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any Shares or directorships held in Schwab, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to Schwab or such other stock plan service provider as may be selected by Schwab in the future, which is assisting Schwab with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the
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United States, you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize Schwab and any other possible recipients which may assist Schwab (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with your Employer will not be affected; the only consequence of refusing or withdrawing your consent is that Schwab would not be able to grant you options or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
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COUNTRY-SPECIFIC PROVISIONS
Terms and Conditions
These additional terms and conditions govern this option granted to you under the Plan if you are an employee and reside and/or work in one of the countries listed below.
Notifications
These provisions may also include information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of September 2017. These laws are often complex and change frequently. As a result, you should not rely on the information in these additional terms and conditions as the only source of information relating to your participation in the Plan.
In addition, the information contained herein is general in nature and may not apply to your particular situation, and Schwab is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.
You understand that if you are a citizen or resident of a country other than the one in which you currently reside and/or work, transfer to another country after the date of grant, or are considered a resident of another country for local law purposes, Schwab shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. In addition, the notifications contained herein may not be applicable to you in the same manner.
AUSTRALIA
Notifications
Offer Document: The offer of the option is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the Offer of Stock Options and Restricted Stock Units to Australian Residents, which was distributed to you with this Agreement.
Tax Information: Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the option granted under the Plan, such that this option is intended to be subject to deferred taxation.
Exchange Controls: If you are an Australian resident, exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, you will be required to file the report.
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HONG KONG
Terms and Conditions
Sale Restriction: Any Shares acquired pursuant to exercise of this option are accepted as a personal investment. In the event that you exercise this option and Shares are issued to you (or your heir) within six months of the date of grant, you (or your heir) agree that such Shares will not be offered to the public or otherwise disposed of prior to the six- month anniversary of the date of grant.
Notifications
Securities Law: WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Neither the grant of the options nor the issuance of Shares upon exercise constitutes a public offering of securities under Hong Kong law and are available only to employees of Schwab and its subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the options (i) have not been prepared in accordance with and are not intended to constitute a prospectus for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of Schwab or its subsidiaries and may not be distributed to any other person.
Nature of Scheme. Schwab specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (ORSO).
SINGAPORE
Terms and Conditions
Sale Restriction: You agree that any Shares acquired pursuant to this option will not be offered for sale in Singapore within 6 months from the date of grant, unless such offer or sale is made pursuant to one or more exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (SFA).
Notifications
Securities Law: This option grant is being made in reliance on section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to you with a view to this option or the Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
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Chief Executive Officer and Director Notification Obligation. The Chief Executive Officer (CEO) and the directors of a Singapore subsidiary of Schwab are subject to certain notification requirements under the Singapore Companies Act. The CEO and the directors must notify the Singapore subsidiary in writing of an interest (e.g., this option, Shares) in Schwab or any subsidiary or parent of Schwab within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon exercise of this option or subsequent sale of Shares acquired under the Plan), or (iii) becoming a director or the CEO.
UNITED KINGDOM
Terms and Conditions
Withholding Taxes and Stock Withholding: This section supplements the Withholding Taxes and Stock Withholding section of the Agreement:
Without limitation to the Withholding Taxes and Stock Withholding section of the Agreement, you agree that you are liable for all withholding taxes and hereby covenant to pay all such withholding taxes as and when requested by Schwab or your Employer or by Her Majestys Revenue and Customs (HMRC) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified Schwab and your Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify Schwab or your Employer for the amount of any income tax not collected from or paid by you, as it may be considered a loan. In the event that you are an executive officer or director and income tax due is not collected from or paid by you within 90 days after the end of the United Kingdom tax year in which the event giving rise to the income tax occurs, the amount of any income tax due may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying Schwab or your Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit, which Schwab or your Employer may recover from you by any means referred to in this Agreement.
Retirement: Notwithstanding the terms and conditions set forth in the Agreement, the options of employees in the United Kingdom will not vest upon retirement and any options that are vested prior to retirement will terminate on the earlier of the date three months following the date of your retirement or the Expiration Date specified in the Notice of Nonqualified Stock Option Grant.
BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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Exhibit 34
THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT GRANT
(PERFORMANCE-BASED VESTING)
You have been granted Restricted Stock Units. A Restricted Stock Unit represents the right to receive, subject to certain conditions, a share of common stock (a Share) of The Charles Schwab Corporation (Schwab), under The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan). Your Restricted Stock Units are granted subject to the following terms:
Name of Recipient: | Charles Schwab | |
Number of Target Restricted Stock Units Granted: | 39,556 | |
Grant Date: | March 01, 2019 | |
Performance Period(s): | January 1, 2019 to December 31, 2021 | |
Vesting Schedule: | So long as you remain in service in good standing and subject to the terms of the Restricted Stock Unit Agreement and certification of the achievement of the Performance Goal by Schwabs Compensation Committee, this grant vests as follows: | |
Number of Target Restricted Stock Units on Vesting Date: | ||
39,556 on March 01, 2022 |
The Target Restricted Stock Units shall vest only if Schwabs Compensation Committee certifies that as of the Vesting Date above, Schwab has satisfied the Performance Goal for the applicable performance period ending prior to such Vesting Date. The Performance Goal shall be established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed).
The number of Shares payable pursuant to the Target Restricted Stock Units granted herein will be determined based on a formula established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed).
Except as otherwise provided in the Restricted Stock Unit Agreement, if the Performance Goal is not met, any unvested portion of the grant will be forfeited automatically and permanently on the date established by the Compensation Committee.
Restricted Stock Units are an unfunded and unsecured obligation of Schwab. Any vested Restricted Stock Units will be paid in Shares as soon as administratively possible after vesting, but in no event beyond March 15th of the year following the year of vesting.
You and Schwab agree that this grant is issued under and governed by the terms and conditions of the Plan and the Restricted Stock Unit Agreement, both of which are made a part of this notice. Please review the Restricted Stock Unit Agreement and the Plan carefully, as they explain the terms and conditions of this grant. You agree that Schwab may deliver electronically all documents relating to the Plan or this grant (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that Schwab is required to deliver to its stockholders. By accepting this grant, you agree to all of the terms and conditions described above, in the Restricted Stock Unit Agreement and in the Plan, and you have no right whatsoever to change or negotiate such terms and conditions.
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THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(PERFORMANCE-BASED VESTING)
Payment for Units | No payment is required for the Restricted Stock Units that you are receiving. Restricted Stock Units are an unfunded and unsecured obligation of The Charles Schwab Corporation (Schwab). | |
Vesting | Subject to the provisions of this Restricted Stock Unit Agreement (Agreement), a Restricted Stock Unit becomes vested as described in the Notice of Restricted Stock Unit Grant based on the achievement of the Performance Goal established by the Compensation Committee (the Compensation Committee) of the Board of Directors of Schwab (the Board), of which this Restricted Stock Unit Agreement is a part.
Unvested units will be considered Restricted Stock Units. If your service terminates for any reason, then your Restricted Stock Units will automatically and permanently be forfeited to the extent that they have not vested before the termination date and will not vest as a result of the termination, unless otherwise noted below. This means that the Restricted Stock Units will immediately revert to Schwab. You will receive no payment for Restricted Stock Units that are forfeited. Schwab determines when your service terminates for this purpose. For all purposes of this Agreement, service means continuous employment as a commonlaw employee of Schwab or a parent company or subsidiary of Schwab, and subsidiary means a subsidiary corporation as defined in section 424(f) of the Internal Revenue Code of 1986, as amended (the Code). | |
Accelerated Vesting |
This grant, to the extent not already forfeited, will become fully vested and payable at target upon your death or disability. If, prior to the date your service terminates, Schwab is subject to a change in control, as defined in The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan), this grant, to the extent not already forfeited, will become fully vested and payable at target as of the date that the change in control occurs. | |
Continued Vesting |
If your service terminates on account of your retirement as defined below, you will be treated as in service in good standing for purposes of determining further vesting of the grant. |
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If you are entitled to severance benefits under The Charles Schwab Severance Pay Plan (or any successor plan) and have signed your Severance Agreement, then you may be treated as in service in good standing during your Severance Period for purposes of determining further vesting of the grant under the terms of that plan. | ||
Definition of Fair Market Value |
Fair market value means the average of the high and low price of a Share (as defined below) as reported on the New York Stock Exchange on the applicable determination date. | |
Definition of Disability |
For all purposes of this Agreement, disability means that you have a disability such that you have been determined to be eligible for benefits under Schwabs long-term disability plan, or if you are not covered by Schwabs long-term disability plan, 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 12 months or which can be expected to result in death as determined by Schwab in its sole discretion. | |
Definition of Retirement |
If you are an employee of Schwab and its subsidiaries, retirement means termination of service for any reason other than death at any time after the earlier of when you attain age 55, but only if, at the time of your termination, you have been credited with at least 10 years of service or when you attain age 65, but only if, at the time of your termination, you have been credited with at least 5 years of service.
The phrase years of service above has the same meaning given to it under The SchwabPlan Retirement Savings and Investment Plan (or any successor plan). | |
Payment of Shares |
The Target Restricted Stock Units in the Notice of Restricted Stock Unit Grant will be used to determine the shares of common stock of The Charles Schwab Corporation (Shares) payable based on the Performance Goal and formula established by the Compensation Committee not later than the 90th day of the applicable Performance Period (or, in the event that a Performance Period is expected to be less than 12 months, not later than the date when 25% of the Performance Period has elapsed). The Shares payable are calculated following the end of the Performance Period based on the Performance Goal achieved and any adjustments provided for under the Plan and this Agreement. The Shares shall be paid as soon as administratively possible following vesting, but in no event beyond March 15th of the year following the year of vesting. |
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Restrictions on Restricted Stock Units | You may not sell, transfer, pledge, or otherwise dispose of any Restricted Stock Units without Schwabs written consent. Schwab will deliver Shares to you only after the Restricted Stock Units vest and after all other terms and conditions in this Agreement have been satisfied.
Schwab may, in its sole discretion, allow you to transfer these Restricted Stock Units under a domestic relations order in settlement of marital or domestic property rights.
In order to transfer these Restricted Stock Units, you and the transferee(s) must follow the procedures prescribed by Schwab, and the transferee must follow the terms of this Agreement. | |
Delivery of Shares After Death | In the event of your death prior to the date your service terminates, your Shares will be delivered to your beneficiary or beneficiaries. You may designate one or more beneficiaries by filing a beneficiary designation form with Schwab. You may change your beneficiary designation by filing a new form with Schwab at any time prior to your death. If you do not designate a beneficiary or if your designated beneficiary predeceases you, then, your Shares will be delivered to your estate. The Compensation Committee, in its sole discretion, will determine the form and time of the distribution of Shares. In no event will the payment be made beyond March 15th of the year following the year of death. | |
Restrictions on Resale |
You agree not to sell any Shares at a time when applicable laws, Schwabs policies, or an agreement between Schwab and its underwriters prohibit a sale. This restriction will apply as long as your service continues and for such period of time after the termination of your service as Schwab may specify. | |
Cancellation of Restricted Stock Units | To the fullest extent permitted by applicable laws, these Restricted Stock Units will immediately be cancelled and will expire in the event that Schwab terminates your employment on account of conduct contrary to the best interests of Schwab, including, without limitation, conduct constituting a violation of law or Schwab policy, fraud, theft, conflict of interest, dishonesty or harassment. The determination whether your employment has been terminated on account of conduct inimical to the best interests of Schwab shall be made by Schwab in its sole discretion, and will be entitled to deference upon any review. |
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Withholding Taxes |
The Restricted Stock Units will not be paid in Shares unless you have made acceptable arrangements to pay any applicable withholding of income and employment taxes that may be due as a result of this grant. These arrangements may include withholding Shares. Schwab may withhold the number of whole Shares, valued at the fair market value on the applicable date required to satisfy such applicable withholding taxes. Schwab will round up to the next whole Share to cover the applicable withholding taxes, and any amounts in excess of the applicable withholding taxes resulting from rounding up to the next whole Share will be added to your federal income tax withholdings. In the event you do not elect to pay applicable withholding taxes in cash, Schwab shall withhold Shares as noted above.
Applicable withholding taxes due on the distribution of Shares subject to this award following termination of employment will be withheld as noted above, unless you have made acceptable arrangements to pay any applicable withholding taxes in cash. If you elect to pay applicable withholding taxes due on the distribution of Shares in cash, you are responsible for having sufficient funds in your Schwab brokerage account to cover the applicable withholding taxes at the time they are due. | |
No Stockholder Rights |
Your Restricted Stock Units carry no voting or other stockholder rights. You have no rights as a Schwab stockholder until your units are settled by issuing Shares. | |
Contribution of Par Value | On your behalf, Schwab will contribute to its capital an amount equal to the par value of the Shares issued to you. | |
Dividend Equivalent Rights | If Schwab pays cash dividends on Shares, each Restricted Stock Unit will accrue a dividend equivalent equal to the cash dividend paid per Share, subject to the same vesting and forfeiture provisions as the associated Restricted Stock Units, to be paid in cash without interest at the time the associated Restricted Stock Units vest and Shares are released. In no event will the accumulated dividend equivalent be paid beyond March 15th of the year following the year in which the associated Restricted Stock Units vest. | |
No Right to Remain Employee |
Nothing in this Agreement will be construed as giving you the right to be retained as an employee, contingent worker, or director of Schwab and its subsidiaries for any specific duration or at all. |
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Limitation on Payments |
If a payment from the Plan would constitute an excess parachute payment under section 280G of the Code or if there have been certain securities law violations, then your grant may be reduced or forfeited and you may be required to disgorge any profit that you have realized from your grant.
If a disqualified individual receives a payment or transfer under the Plan that would constitute an excess parachute payment under section 280G of the Code, such payment will be reduced, as described below. Generally, someone is a disqualified individual under section 280G if he or she is (a) an officer of Schwab, (b) a member of the group consisting of the highest paid 1% of the employees of Schwab or, if less, the highest paid 250 employees of Schwab, or (c) a 1% stockholder of Schwab. For purposes of this section on Limitation on Payments, the term Schwab will include affiliated corporations to the extent determined by the independent auditors most recently selected by the Board (the Auditors) in accordance with section 280G(d)(5) of the Code.
In the event that the Auditors determine that any payment or transfer in the nature of compensation to or for your benefit, whether paid or payable (or transferred or transferable) pursuant to the terms of the Plan or otherwise (a Payment), would be nondeductible for federal income tax purposes because of the provisions concerning excess parachute payments in section 280G of the Code, then the aggregate present value of all Payments will be reduced (but not below zero) to the Reduced Amount (as defined below); provided, however, that the Compensation Committee may specify in writing that the grant will not be so reduced and will not be subject to reduction under this section.
For this purpose, the Reduced Amount will be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by Schwab because of section 280G of the Code.
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If the Auditors determine that any Payment would be nondeductible because of section 280G of the Code, then Schwab will promptly give you notice to that effect and a copy of the detailed calculation of the Reduced Amount. You may then elect, in your discretion, which and how much of the Payments will be eliminated or reduced (as long as after such election, the aggregate present value of the Payments equals the Reduced Amount, and your election is consistent with any mandatory eliminations or reductions that apply under other agreements or the Plan). You will advise Schwab in writing of your election within 10 days of receipt of the notice. | ||
If you do not make such an election within the 10-day period, then Schwab may elect which and how much of the Payments will be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount). Schwab will notify you promptly of its election. Present value will be determined in accordance with section 280G(d)(4) of the Code. The Auditors determinations will be binding upon you and Schwab and will be made within 60 days of the date when a Payment becomes payable or transferable. | ||
As promptly as practicable following these determinations and elections, Schwab will pay or transfer to or for your benefit such amounts as are then due to you under the Plan and will promptly pay or transfer to or for your benefit in the future such amounts as become due to you under the Plan. | ||
As a result of uncertainty in the application of section 280G of the Code at the time of an initial determination by the Auditors, it is possible that Payments will have been made by Schwab that should not have been made (an Overpayment) or that additional Payments that will not have been made by Schwab could have been made (an Underpayment) consistent in each case with the calculation of the Reduced Amount. In the event the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against you or Schwab that the Auditors believe has a high probability of success, determine that an Overpayment has been made, the amount of such Overpayment will be paid by you to Schwab on demand, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. However, no amount will be payable by you to Schwab if and to the extent that such payment would not reduce the amount that is subject to taxation under section 4999 of the Code. In the event the Auditors determine that an Underpayment has occurred, such Underpayment will promptly be paid or transferred by Schwab to or for your benefit, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. |
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Notwithstanding the foregoing, in no event will a payment be made under this Section beyond March 15th of the year following the year in which the amount ceases to be subject to a substantial risk of forfeiture. | ||
Plan Administration |
The Plan administrator has discretionary authority to make all determinations related to this grant and to construe the terms of the Plan, the Notice of Restricted Stock Unit Grant and this Agreement. The Plan administrators determinations are conclusive and binding on all persons, and they are entitled to deference upon any review. | |
Adjustments | In the event of a stock split, a stock dividend or a similar change in the Shares, the number of Restricted Stock Units that remain subject to forfeiture shall be adjusted accordingly. | |
Severability | In the event that any provision of this Agreement is held invalid or unenforceable, the provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. | |
Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice- of-law provisions), as such laws are applied to contracts entered into and performed in Delaware. | |
The Plan and Other Agreements | The text of the Plan is incorporated in this Agreement by reference. This Agreement, the Notice of Restricted Stock Unit Grant and the Plan constitute the entire understanding between you and Schwab regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded. This Agreement may be amended only by another written agreement, signed by both parties and approved by the Compensation Committee. If there is any inconsistency or conflict between any provision of this Agreement and the Plan, the terms of the Plan will control. |
BY ACCEPTING THIS GRANT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
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Exhibit 35
THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
NOTICE OF NONQUALIFIED STOCK OPTION GRANT
You have been granted the following option to purchase common stock (Shares) of The Charles Schwab Corporation (Schwab) under The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan). A stock option represents the right to purchase Shares at a fixed price, called the exercise price, within a certain period of time. Your option is granted subject to the following terms:
Name of Recipient: | Charles Schwab | |
Total Number of Shares Granted: |
149,919 | |
Exercise Price Per Share: |
$46.81 | |
Grant Date: | March 01, 2019 | |
Expiration Date: | March 01, 2029 | |
Vesting Schedule: | So long as you remain employed in good standing by Schwab or its subsidiaries and subject to the terms of the Nonqualified Stock Option Agreement, you will acquire the right to exercise this option (become vested in this option) on the following dates and in the following amounts: | |
Number of Shares on Vesting Date: | ||
37,479 on March 01, 2020 | ||
37,480 on March 01, 2021 | ||
37,480 on March 01, 2022 | ||
37,480 on March 01, 2023 |
You and Schwab agree that this option is granted under and governed by the terms and conditions of the Plan and the Nonqualified Stock Option Agreement, both of which are made a part of this notice. Please review the Plan and the Nonqualified Stock Option Agreement carefully, as they explain the terms and conditions of this option. You agree that Schwab may deliver electronically all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that Schwab is required to deliver to its stockholders.
THE CHARLES SCHWAB CORPORATION
2013 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Tax Treatment | This option is a nonqualified stock option and is not intended to qualify as an incentive stock option under federal tax laws. | |
Vesting | Subject to the provisions of this Nonqualified Stock Option Agreement (Agreement), this option becomes vested in installments as described in the Notice of Nonqualified Stock Option Grant. | |
Accelerated Vesting |
This option will become fully exercisable if your service with The Charles Schwab Corporation (Schwab) and its subsidiaries terminates on account of your death or disability.
This option will become fully exercisable if your service with Schwab and its subsidiaries terminates on account of your retirement as defined below.
If, prior to the date your service terminates, Schwab is subject to a change in control (as defined in The Charles Schwab Corporation 2013 Stock Incentive Plan (the Plan)), this option will become fully exercisable immediately preceding the change in control. If the Compensation Committee (or its delegate) (the Compensation Committee) of the Board of Directors of Schwab (the Board) determines that a change in control is likely to occur, Schwab will advise you and this option will become fully exercisable as of the date 10 days prior to the anticipated date of the change in control. | |
Definition of Disability |
For all purposes of this Agreement, disability means that you have a disability such that you have been determined to be eligible for benefits under Schwabs long-term disability plan or if you are not covered by Schwabs long-term disability plan, 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 12 months or which can be expected to result in death as determined by Schwab in its sole discretion. | |
Definition of Retirement |
For all purposes of this Agreement, retirement will mean any termination of employment with Schwab and its subsidiaries for any reason other than death at any time after the earlier of when you attain age 55, but only if, at the time of your termination, you have been credited with at least 10 years of service or when you attain age 65, but only if, at the time of your termination, you have been credited with at least 5 years of service. |
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The phrase years of service above has the same meaning given to it under the SchwabPlan Retirement Savings and Investment Plan (or any successor plan). | ||
Exercise Procedures |
You or your representative may exercise this option by following the procedures prescribed by Schwab. If this option is being exercised by your representative, your representative must furnish proof satisfactory to Schwab of your representatives right to exercise this option. After completing the prescribed procedures, Schwab will cause to be issued the shares of common stock of Schwab (Shares) purchased, which will be registered in the name of the person exercising this option. | |
Forms of Payment |
When you submit your notice of exercise, you must pay the option exercise price for the Shares you are purchasing. Payment may be made in one of the following forms: | |
Cash in your Schwab brokerage account in an amount sufficient to cover the option exercise price of the Shares and the required tax withholding. (This exercise method is sometimes referred to as Exercise and Hold). | ||
Shares surrendered to Schwab. These Shares will be valued at their fair market value on the date when the new Shares are purchased. (This exercise method is sometimes referred to as a Stock Swap.) | ||
By delivery (in a manner prescribed by Schwab) of an irrevocable direction to Charles Schwab & Co., Inc. to sell Shares (including Shares to be issued upon exercise of this option) and to deliver all or part of the sale proceeds to Schwab in payment of all or part of the exercise price. (This exercise method is sometimes referred to as Exercise and Sell or Sell to Cover.) | ||
Term | This option expires no later than the Expiration Date specified in the Notice of Nonqualified Stock Option Grant but may expire earlier upon your termination of service, as described below. | |
Termination of Service |
This option will expire on the date three months following the date of your termination of employment with Schwab and its subsidiaries for any reason other than on account of death, disability or retirement. The terms disability and retirement are defined above.
If you cease to be an employee of Schwab and its subsidiaries by reason of your disability or death, then this option will expire on the first anniversary of the date of your death or disability. |
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If you cease to be an employee of Schwab and its subsidiaries by reason of your retirement and have been credited with at least 5 years of service, then this option will expire on the earlier of the fifth anniversary of the date of your termination or the Expiration Date specified in the Notice of Nonqualified Stock Option Grant. If you cease to be an employee of Schwab and its subsidiaries by reason of your retirement and have been credited with at least 15 years of service, then this option will expire on the Expiration Date specified in the Notice of Nonqualified Stock Option Grant. | ||
Effect of Entitlement to Severance | If you are entitled to severance benefits under The Charles Schwab Severance Pay Plan (or any successor plan) and have signed your Severance Agreement, then vesting of this option shall be determined under the terms of that plan. | |
Cancellation of Options |
To the fullest extent permitted by applicable laws, this option will immediately be cancelled and will expire in the event that Schwab terminates your employment on account of conduct contrary to the best interests of Schwab, including, without limitation, conduct constituting a violation of law or Schwab policy, fraud, theft, conflict of interest, dishonesty or harassment. The determination whether your employment has been terminated on account of conduct inimical to the best interests of Schwab shall be made by Schwab in its sole discretion. | |
Withholding Taxes and Stock Withholding | You will not be allowed to exercise this option unless you make arrangements acceptable to Schwab to pay any applicable withholding of income and employment taxes that may be due as a result of the option exercise. These arrangements may include without limitation withholding Shares that otherwise would be issued to you when you exercise this option. In the event you do not elect to pay applicable withholding taxes in cash, Schwab shall withhold Shares. Schwab may withhold the number of whole Shares, valued at the fair market value on the applicable date, required to satisfy such applicable withholding taxes. Schwab will round up to the next whole Share to cover the applicable withholding taxes, and any amounts in excess of the applicable withholding taxes resulting from rounding up to the next whole Share will be added to your federal income tax withholdings. While Schwab will withhold to satisfy applicable withholding taxes, you acknowledge that, regardless of any action taken by Schwab, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you, is and remains your responsibility and may exceed the amount, if any, actually withheld by Schwab. |
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Restrictions on Exercise and Issuance or Transfer of Shares |
You cannot exercise this option and no Shares may be issued under this option if the issuance of Shares at that time would violate any applicable law, regulation, or rule. Schwab may impose restrictions upon the sale, pledge, or other transfer of Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of Schwab and its counsel, such restrictions are necessary or desirable to comply with applicable law, regulations or rules. | |
No Stockholder Rights | You, or your estate or heirs, have no rights as a stockholder of Schwab until you have exercised this option by giving the required notice to Schwab and paying the exercise price. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan. | |
No Right to Employment |
Nothing in this Agreement will be construed as giving you the right to be retained as an employee, consultant, or director of Schwab and its subsidiaries for any specific duration or at all. | |
Transfer of Option |
In general, only you may exercise this option prior to your death. You may not transfer or assign this option, except as provided below. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. | |
You may dispose of this option in your will or in a beneficiary designation. You may designate one or more beneficiaries by filing a beneficiary designation form with Schwab. You may change your beneficiary designation by filing a new form with Schwab at any time prior to your death. If you do not designate a beneficiary or if your designated beneficiary predeceases you, then your options will be exercisable by your estate.
Schwab may, in its sole discretion, allow you to transfer this option under a domestic relations order in settlement of marital or domestic property rights.
In order to transfer this option, you and the transferee(s) must follow the procedures prescribed by Schwab, and the transferee(s) must follow the terms of this Agreement. | ||
Limitation on Payments |
If a payment from the Plan would constitute an excess parachute payment or if there have been certain securities law violations, then your grant may be reduced or cancelled and you may be required to disgorge any profit that you have realized from your grant.
If a disqualified individual receives a payment or transfer under the Plan that would constitute an excess parachute payment under the Internal Revenue Code of 1986, as amended (the Code), such payment will be reduced, as described below. Generally, someone is a disqualified individual under section 280G if he or she is (a) an officer of Schwab, (b) a member of the group consisting of the highest paid 1% of the employees of Schwab or, if less, the highest paid 250 employees of Schwab, or (c) a 1% stockholder of Schwab. |
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For purposes of this section on Limitation on Payments, the term Schwab will include affiliated corporations to the extent determined by the Auditors (as defined below) in accordance with section 280G(d)(5) of the Code. | ||
In the event that the independent auditors most recently selected by the Board (the Auditors) determine that any payment or transfer in the nature of compensation to or for your benefit, whether paid or payable (or transferred or transferable) pursuant to the terms of the Plan or otherwise (a Payment), would be nondeductible for federal income tax purposes because of the provisions concerning excess parachute payments in section 280G of the Code, then the aggregate present value of all Payments will be reduced (but not below zero) to the Reduced Amount (as defined below); provided, however, that the Compensation Committee may specify in writing that the grant will not be so reduced and will not be subject to reduction under this section. | ||
For this purpose, the Reduced Amount will be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by Schwab because of section 280G of the Code. | ||
If the Auditors determine that any Payment would be nondeductible because of section 280G of the Code, then Schwab will promptly give you notice to that effect and a copy of the detailed calculation and of the Reduced Amount. You may then elect, in your discretion, which and how much of the Payments will be eliminated or reduced (as long as after such election, the aggregate present value of the Payments equals the Reduced Amount, and your election is consistent with any mandatory eliminations or reductions that apply under other agreements or the Plan). You will advise Schwab in writing of your election within 10 days of receipt of the notice. If you do not make such an election within the 10-day period, then Schwab may elect which and how much of the Payments will be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount). Schwab will notify you promptly of its election. Present value will be determined in accordance with section 280G(d)(4) of the Code. The Auditors determinations will be binding upon you and Schwab and will be made within 60 days of the date when a Payment becomes payable or transferable. |
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As promptly as practicable following these determinations and elections, Schwab will pay or transfer to or for your benefit such amounts as are then due to you under the Plan, and will promptly pay or transfer to or for your benefit in the future such amounts as become due to you under the Plan.
As a result of uncertainty in the application of section 280G of the Code at the time of an initial determination by the Auditors, it is possible that Payments will have been made by Schwab that should not have been made (an Overpayment) or that additional Payments that will not have been made by Schwab could have been made (an Underpayment) consistent in each case with the calculation of the Reduced Amount. In the event the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against you or Schwab that the Auditors believe has a high probability of success determine that an Overpayment has been made, such Overpayment will be treated for all purposes as a loan to you that you will repay to Schwab on demand, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. However, no amount will be payable by you to Schwab if and to the extent that such payment would not reduce the amount that is subject to taxation under section 4999 of the Code. In the event the Auditors determine that an Underpayment has occurred, such Underpayment will promptly be paid or transferred by Schwab to or for your benefit, together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code. | ||
Plan Administration |
The Plan administrator has discretionary authority to make all determinations related to this option and to construe the terms of the Plan, the Notice of Nonqualified Stock Option Grant, and this Agreement. The Plan administrators determinations are conclusive and binding on all persons, and they are entitled to deference upon any review. | |
Adjustments | In the event of a stock split, a stock dividend or a similar change in Shares, the Compensation Committee, in its discretion, may adjust the number of Shares covered by this option and the exercise price per Share. | |
Severability | In the event that any provision of this Agreement is held invalid or unenforceable, the provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. | |
Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions), as such laws are applied to contracts entered into and performed in Delaware. |
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The Plan and Other Agreements |
The text of the Plan is incorporated in this Agreement by reference. This Agreement (including the Additional Terms and Conditions for Non-U.S. Recipients and the Country-Specific Provisions), the Notice of Nonqualified Stock Option Grant, and the Plan constitute the entire understanding between you and Schwab regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement approved by the Compensation Committee and signed by both parties. If there is any inconsistency or conflict between any provision of this Agreement and the Plan, the terms of the Plan will control. Nothing in this Agreement gives you the ability to negotiate or change the key terms and conditions described above, in the Notice of Nonqualified Stock Option Grant and in the Plan. |
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ADDITIONAL TERMS AND CONDITIONS FOR NON-U.S. RECIPIENTS
The additional (or, if so indicated, different) terms and conditions set forth below are specifically incorporated into the Nonqualified Stock Option Agreement (the Agreement) for awards granted outside the United States (U.S.). These terms and conditions govern this option granted under the Plan if you reside or work outside of the U.S. Due to the complexities of legal, regulatory and tax issues, you should seek appropriate professional advice as to how the relevant laws in the applicable country may apply to your individual situation.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or the Agreement.
Withholding Taxes and Stock Withholding: The following provisions supplement the Withholding Taxes and Stock Withholding section of the Agreement:
You acknowledge that, regardless of any action taken by Schwab or, if different, your employer (Employer), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (withholding taxes), is and remains your responsibility and may exceed the amount, if any, actually withheld by Schwab or your Employer. You further acknowledge that Schwab and/or your Employer (1) make no representations or undertakings regarding the treatment of any withholding taxes in connection with any aspect of this option, including, but not limited to, the grant, vesting or exercise of this option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this option to reduce or eliminate your liability for withholding taxes or achieve any particular tax result. Further, if you are subject to withholding taxes in more than one jurisdiction, you acknowledge that Schwab and/or your Employer (or former employer, as applicable) may be required to withhold or account for withholding taxes in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to Schwab and/or the Employer to satisfy all withholding taxes.
In this regard, you authorize Schwab and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all withholding taxes by one or a combination of the following: (a) withholding from your wages or other cash compensation paid to you by Schwab and/or the Employer; (b) withholding from funds in your Schwab brokerage account; (c) requiring you to make a cash payment in an amount equal to the withholding obligations for withholding taxes; (d) withholding from proceeds of the sale of Shares acquired upon exercise of this option either through a voluntary sale or through a mandatory sale arranged by Schwab (on your behalf pursuant to this authorization without further consent); (e) withholding in Shares to be issued upon exercise of this option; or (f) any other method of withholding determined by Schwab and permitted by applicable law.
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Depending on the withholding method, Schwab may withhold or account for withholding taxes by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for withholding taxes is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the exercised option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the withholding taxes.
Nature of Grant: In accepting this option, you acknowledge, understand and agree that:
(1) | the Plan is established voluntarily by Schwab, it is discretionary in nature and it may be modified, amended, suspended or terminated by Schwab at any time, to the extent permitted by the Plan; |
(2) | the grant of this option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; |
(3) | all decisions with respect to future options or other grants, if any, will be at the sole discretion of Schwab; |
(4) | you are voluntarily participating in the Plan; |
(5) | this option, any Shares acquired under this option, and the income and value of same, are not intended to replace any pension rights or compensation; |
(6) | this option and any Shares acquired under this option, and the income and value of same, are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; |
(7) | unless otherwise agreed with Schwab, this option and the Shares acquired under this option, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a subsidiary of Schwab; |
(8) | the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; |
(9) | if the underlying Shares do not increase in value, this option will have no value; |
(10) | if you exercise this option and acquire Shares, the value of such Shares may increase or decrease in value, even below the exercise price; |
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(11) | for purposes of this option, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to Schwab and its subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by Schwab, (i) your right to vest in this option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of garden leave or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the period (if any) during which you may exercise this option after such termination of your employment or service relationship will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or terms of your employment agreement, if any; the Plan administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of this option grant (including whether you may still be considered to be providing services while on a leave of absence); |
(12) | unless otherwise provided in the Plan or by Schwab in its discretion, this option and the benefits evidenced by this Agreement do not create any entitlement to have this option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and |
(13) | neither Schwab, its subsidiaries nor your Employer shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of this option or of any amounts due to you pursuant to the exercise of this option or the subsequent sale of any Shares acquired upon exercise. |
No Advice Regarding Grant: Schwab is not providing any tax, legal or financial advice, nor is Schwab making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
Compliance with Law: Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, Schwab shall not be required to deliver any Shares issuable upon exercise of this option prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (SEC) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Schwab shall, in its
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absolute discretion, deem necessary or advisable. You understand that Schwab is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that Schwab shall have unilateral authority to amend the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
Insider Trading/Market Abuse Laws: You acknowledge that you may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the Shares are listed and in applicable jurisdictions including the United States and your country or your brokers country, if different, which may affect your ability to accept, acquire, sell, attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., this option) or rights linked to the value of Shares during such times you are considered to have inside information regarding Schwab (as defined in the laws or regulations in applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, including fellow employees and (ii) tipping third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Schwab insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and are advised to speak to your personal advisor on this matter.
Foreign Asset/Account Reporting: Please be aware that your country may have certain foreign asset and/or account reporting requirements which may affect your ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You acknowledge that it is your responsibility to be compliant with such regulations, and you should speak to your personal advisor on this matter.
Data Privacy:
(1) | Declaration of Consent. You hereby agree with the data processing practices described in this Agreement and consent to the collection, processing and use, in electronic or other form, of your personal data as described herein and the transfer of such personal data to the recipients mentioned below, including recipients located in countries which may not have a similar level of protection from the perspective of your countrys data protection laws. |
(2) | Data Collection and Usage. Schwab and your Employer will collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any Shares or directorships held in Schwab, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested |
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or outstanding in your favor (Data), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is your consent. Where required under applicable law, Data may also be disclosed to certain securities or other regulatory authorities where Schwabs securities are listed or traded or regulatory filings are made and the legal basis, where required, for such disclosure are the applicable laws. |
(3) | Stock Plan Administration Service Providers. Schwab transfers Data to certain of its subsidiaries providing stock plan and broker services, or such other third party stock plan service provider as may be selected by Schwab in the future, which is assisting Schwab with the implementation, administration and management of the Plan. You may be asked to agree on separate terms and data processing practices, with such agreement being a condition of the ability to participate in the Plan. |
(4) | Other Service Provider Data Recipients. Schwab also may transfer Data to other third party service providers, if necessary to ensure compliance with applicable tax, exchange control, securities and labor law. Such third party service providers may include Schwabs legal counsel as well as Schwabs auditor, accountant, or other third party vendor (currently Deloitte & Touche LLP). Wherever possible, Schwab will anonymize Data, but you understand that your Data may need to be transferred to such providers to ensure compliance with applicable law and/or tax requirements. |
(5) | International Data Transfers. Schwab and its other service providers described above under (4) are located in the United States. The United States may have different data privacy laws and protections than your country. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program, which is open to companies subject to Federal Trade Commission jurisdiction. Schwabs legal basis, where required, for the transfer of Data is your consent. |
(6) | Data Retention. Schwab will hold and use the Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws. When Schwab no longer needs the Data, Schwab will remove it from its systems. If Schwab keeps Data longer, it would be to satisfy legal or regulatory obligations and Schwabs legal basis would be relevant laws or regulations. |
(7) | Data Subject Rights. You understand that data subject rights vary depending on applicable law and that, depending on where you are based and subject to the conditions set out under applicable law, you may have, without limitation, the rights to (i) request access to or copies of Data that Schwab processes, (ii) rectify or supplement Data that is incorrect, incomplete or out-of-date in light of the purposes underlying the processing, (iii) delete Data, (iv) restrict |
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processing of Data, (v) restrict portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you understand that you can contact your local human resources representative. |
(8) | Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with your Employer will not be affected; the only consequence of refusing or withdrawing your consent is that Schwab would not be able to grant you options or other equity awards or administer or maintain such awards. |
(9) | Declaration of Consent. By accepting the options and indicating consent via Schwabs online acceptance procedure, you are declaring that you agree with the data processing practices described herein and consent to the collection, processing and use of Data by Schwab and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European (or other non- U.S.) data protection law perspective, for the purposes described above. |
(10) | Alternative Basis for Data Processing and Transfer. You understand that Schwab may rely on a different legal basis for the processing or transfer of Data in the future and/or request that you provide another data privacy consent form. If applicable and upon request of Schwab, you agree to provide an executed acknowledgement or data privacy consent form to your Employer or Schwab (or any other acknowledgements, agreements or consents that may be required by your Employer or Schwab) that Schwab and/or your Employer may deem necessary to obtain under the data privacy laws in your country, either now or in the future. You understand that you will not be able to participate in the Plan if you fail to execute any such acknowledgement, agreement or consent requested by Schwab and/or your Employer. |
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COUNTRY-SPECIFIC PROVISIONS
Terms and Conditions
These additional terms and conditions govern this option granted to you under the Plan if you are an employee and reside and/or work in one of the countries listed below.
Notifications
These provisions may also include information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of September 2018. These laws are often complex and change frequently. As a result, you should not rely on the information in these additional terms and conditions as the only source of information relating to your participation in the Plan.
In addition, the information contained herein is general in nature and may not apply to your particular situation, and Schwab is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.
You understand that if you are a citizen or resident of a country other than the one in which you currently reside and/or work, transfer to another country after the date of grant, or are considered a resident of another country for local law purposes, Schwab shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. In addition, the notifications contained herein may not be applicable to you in the same manner.
AUSTRALIA
Notifications
Offer Document: The offer of the option is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the Offer of Stock Options and Restricted Stock Units to Australian Residents, which was distributed to you with this Agreement.
Tax Information: Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the option granted under the Plan, such that this option is intended to be subject to deferred taxation.
Exchange Controls: If you are an Australian resident, exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, you will be required to file the report.
14
HONG KONG
Terms and Conditions
Sale Restriction: Any Shares acquired pursuant to exercise of this option are accepted as a personal investment. In the event that you exercise this option and Shares are issued to you (or your heir) within 6 months of the date of grant, you (or your heir) agree that such Shares will not be offered to the public or otherwise disposed of prior to the 6-month anniversary of the date of grant.
Notifications
Securities Law: WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. Neither the grant of the options nor the issuance of Shares upon exercise constitutes a public offering of securities under Hong Kong law and are available only to employees of Schwab and its subsidiaries. This Agreement, the Plan and other incidental communication materials distributed in connection with the options (i) have not been prepared in accordance with and are not intended to constitute a prospectus for a public offering of securities under the applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of each eligible employee of Schwab or its subsidiaries and may not be distributed to any other person.
Nature of Scheme. Schwab specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (ORSO).
SINGAPORE
Terms and Conditions
Sale Restriction: You agree that any Shares acquired pursuant to this option will not be offered for sale in Singapore within 6 months from the date of grant, unless such offer or sale is made pursuant to one or more exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (SFA) or pursuant to, and in accordance with the conditions of, any other applicable provision(s) of the SFA.
Notifications
Securities Law: This option grant is being made in reliance on section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to you with a view to this option or the Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
15
Chief Executive Officer and Director Notification Obligation. The Chief Executive Officer (CEO) and the directors of a Singapore subsidiary of Schwab are subject to certain notification requirements under the Singapore Companies Act. The CEO and the directors must notify the Singapore subsidiary in writing of an interest (e.g., this option, Shares) in Schwab or any subsidiary or parent of Schwab within two business days of (i) its acquisition or disposal, (ii) any change in a previously-disclosed interest (e.g., upon exercise of this option or subsequent sale of Shares acquired under the Plan), or (iii) becoming a director or the CEO.
UNITED KINGDOM
Terms and Conditions
Withholding Taxes and Stock Withholding: This section supplements the Withholding Taxes and Stock Withholding section of the Agreement:
Without limitation to the Withholding Taxes and Stock Withholding section of the Agreement, you agree that you are liable for all withholding taxes and hereby covenant to pay all such withholding taxes as and when requested by Schwab or your Employer or by Her Majestys Revenue and Customs (HMRC) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified Schwab and your Employer against any taxes that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on your behalf.
Notwithstanding the foregoing, if you are an executive officer or director (as within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify Schwab or your Employer for the amount of any income tax not collected from or paid by you, as it may be considered a loan. In the event that you are an executive officer or director and income tax due is not collected from or paid by you within 90 days after the end of the United Kingdom tax year in which the event giving rise to the income tax occurs, the amount of any income tax due may constitute a benefit to you on which additional income tax and national insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying Schwab or your Employer (as appropriate) for the value of any employee national insurance contributions due on this additional benefit, which Schwab or your Employer may recover from you by any means referred to in this Agreement.
Retirement: Notwithstanding the terms and conditions set forth in the Agreement, the options of employees in the United Kingdom will not vest upon retirement and any options that are vested prior to retirement will terminate on the earlier of the date three months following the date of your retirement or the Expiration Date specified in the Notice of Nonqualified Stock Option Grant.
BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
16
Exhibit 36
Power of Attorney Page 1 of 7 Schwab.com 1-800-435-4000 (inside the U.S.) +1-415-667-8400 (outside the U.S.) 1-888-686-6916 (multilingual services) Use this form to authorize a third party (referred to as your Agent or Attorney-in-Fact) to act on your behalf in connection with your Individual Retirement Account (IRA), your Schwab One® brokerage account and, if applicable, your linked Schwab Bank High Yield Investor Checking® account. Power of Attorney (POA) authority does not apply to custodial accounts unless you are an Investment Advisor acting in the capacity of a Limited Power of Attorney (LPOA). POA on fiduciary accounts (e.g., estates, guardianships and conservatorships) may be restricted by state laws or other standards. Agents must be U.S. citizens or U.S. resident aliens with a U.S. mailing address. If you are seeking to add an Agent to a trust account or a business account, Schwab may require additional documentation. This is a nondurable POA, meaning it will terminate when Schwab receives notice of the death or incapacity of the Account Holder(s). If Schwab is notified that you become incapacitated and can no longer make your own decisions or manage your own affairs, the authority granted to your Agent will end. If there is anything about this POA that you do not understand, please consult with an attorney. If you have a Schwab Global Account and wish to add a POA, you will need to complete a Power of Attorney for Schwab One Brokerage Account and Associated Schwab Global Account form. This is an important legal document that gives another person authority(ies) over your account. Please review it carefully with a trusted legal professional before you sign it. Please Remember to: Choose your Agents type of authority in Section 2. If a new Account Holder is being added to an account with an existing POA, the new Account Holder and POA must complete this form. Obtain all Agent and Account Holder signatures in Sections 6 and 7 and obtain notarization for the Account Holder signature(s) in Section 8. If the powers granted to an individual who is currently a POA are changing, all account holders and the POA are required to complete this form. Have your Agent complete the Add Options Trading and Margin to Your Account form if the account is approved for options trading. 1 Tell Us About Yourself (Account Holder[s]) This Power of Attorney applies only to the following account. We respect your privacy. Schwab and Schwab Bank may use the information you provide to communicate with you and provide information about products and services. Read about the privacy policy of Schwab and Schwab Bank at www.schwab.com/privacy. Account Number Account Holder or Trust/Organization As required by federal law, Schwab and Schwab Bank will use this information to verify your identity. As required by federal law, Schwab and Schwab Bank will use this information to verify your identity. Name Title, First Middle Name Last Name, Suffix Name Trust/Organization Additional Account Holder or Trust/Organization Name Title, First Middle Name Last Name, Suffix Name Trust/Organization Investment Products: Not FDIC-Insured No Bank Guarantee May Lose Value ©2018 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney | Page 2 of 7 |
Power of Attorney 2 Choose Your Agents Type of Authority (Select A or B) Please choose the type of authority you wish to grant your Agent: Limited Power of Attorney or Full Power of Attorney. You can select only ONE type of authority. This grant of authority is not available to Investment Advisors. Granting Power of Attorney gives your Agent a broad range of authority over your accounts, whether you grant your Agent trading authority (Limited Power of Attorney, or LPOA) or trading and withdrawal authority (Full Power of Attorney, or FPOA). Please select only ONE type of authority you wish to grant your Agent below. A. Trading Authority Trading Authority (LPOA) gives your Agent the authority to: Trade in your account in the same manner and extent that you are permitted to do. View your account online. Incur additional margin debt, if your account is approved for margin. Please review the attached Power of Attorney Authorization and Agreement for more information about the powers, roles and responsibilities of all parties. LPOA does not allow your Agent to make withdrawals, transfer funds or securities out of your account, close your account, change the mailing address on your account or activate a Schwab One® Visa® Platinum Debit Card. B. Trading and Withdrawal Authority Trading and Withdrawal Authority (FPOA) gives your Agent trading authority as described in A above, plus the authority to: Withdraw funds from your account, including requesting that a check, electronic funds transfer (EFT) or wire transfer be sent to someone other than you, including a withdrawal made payable to the Agent. Request that assets in your account be transferred to another Schwab account in the name of a third party, including a transfer to the Agents separate Schwab account. Execute or change a beneficiary designation on your behalf on your eligible Schwab accounts (your Agent may not execute a beneficiary designation in favor of himself or herself). Write checks on your account, including checks made payable to any third party and the Agent. Please review the attached Power of Attorney Authorization and Agreement for more information about the powers, roles and responsibilities of all parties. An FPOA does not allow your Agent to add margin or options trading features to your account. With FPOA, your Agent cannot transfer securities out of your Schwab account to another brokerage firm unless the Agent also has a separate Durable Power of Attorney. With FPOA, your Agent can change his or her own password to access your account but cannot change your password, close your account or change the mailing address on your account. For a trust account (other than a revocable living trust account, in which the Trustor[s], Trustee[s] and current beneficiary[ies] are all the same individuals), before granting FPOA, Schwab will require photocopies of the following pages from the trust document: Please remember to include these materials for a trust document. Title pages containing the name and date of the trust, Trustor(s) and Trustee(s) Signature page(s) Pages setting forth the Trustee(s) authority to delegate powers and appoint Agents 3 Authorize Duplicate Materials for Your Agent Please select which materials should be sent to your Agent. Your selection will apply to either authority chosen in Section 2. If you would like your Agent to receive copies of account statements or trade confirmations, check the appropriate box(es) below. If you do not make a selection, your Agent will not receive duplicate materials. Mail duplicate account statements. Mail duplicate trade confirmations. Duplicate statement mailings apply only to Schwab One Brokerage accounts. ©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney | Page 3 of 7 |
Power of Attorney 4 Provide Agent Information Agents General Information Please provide information on the Agent (Attorney-in- Fact) and/or Authorized Check User being granted POA. Name Title, First Middle Name Last Name, Suffix Are you (the Agent) known by another name? Please specify. Securities industry regulations require that we collect this information. Include mailing address if different from your home/legal address. Social Security Number Date of Birth mm/dd/yyyy Home/Legal Street Address No P.O. Boxes City State Zip Code Mailing Address P.O. Boxes may be used City State Zip Code If you want to add more than one Agent, please complete a Power of Attorney form for each additional Agent. Home Phone Mobile Phone Work Phone Extension Email Address Mothers Maiden Name Country(ies) of Citizenship Please list all. USA Other(s) Country of Citizenship 1 Country of Citizenship 2, if applicable Agents must be U.S. citizens or U.S. resident aliens with a U.S. mailing address. Agents with authority on Schwab Bank accounts, including a Schwab Bank High Yield Investor Checking® account linked to a Schwab One® brokerage account, must also be living in the United States. Choose only one ID type and provide the requested information. Country of Legal Residence Please select only one box. USA Other Other Country of Legal Residence ID Type and Number Please select only one box and provide the relevant information below. Drivers License Passport U.S. Government-Issued ID ID Number Country/State of ID Issuance ID Expiration Date mm/dd/yyyy Marital Status Single Married Divorced Widowed Number of Dependents Securities industry regulations require that we collect this information. Agents Employment Information Please select only one box. Employed Self-Employed Retired Homemaker Student Not Employed Employer Name/Business Name Business Street Address City State Zip Code ©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney | Page 4 of 7 |
Power of Attorney If you selected Employed or Self-Employed, please select one option that best describes your occupation. Occupation Business Owner/Self-Employed Executive/Senior Management Medical Professional Legal Professional Accounting Professional Financial Services/Banking Professional Information Technology Professional Other Professional U.S. Government Employee (Federal/State/Local) Foreign Government Employee (Non-U.S.) Military Educator Clerical/Administrative Services Trade/Service Career (Labor/Manufacturing/Production) Sales/Marketing Consultant Other Please Specify: Agents Financial Information Please select only one box in each section. Securities industry regulations require that we collect this information. Investment Experience None Limited Good Extensive Annual Income Under $15,000 $15,000-$24,999 $25,000-$49,999 $50,000-$99,999 $100,000 or more Liquid Net Worth Liquid net worth is the part of net worth that can be easily turned into cash. Liquid net worth includes investments like stocks and mutual funds, but not assets like real estate or cars that are difficult to convert quickly. Under $25,000 $25,000-$49,999 $50,000-$99,999 $100,000-$249,999 $250,000 or more $ Specify dollar amount if $250,000 or more The next seven questions are required. 1. Are you affiliated with or employed by a stock exchange or member firm of an exchange or FINRA, or a municipal securities broker-dealer? Yes Please attach a letter from your employer approving your role as POA on this account. No 2. Are you a director, 10% shareholder or policy-making officer of a publicly held company? No Yes If yes, please list all companies below. Company Name Trading Symbol Company Name Trading Symbol ©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney | Page 5 of 7 |
Power of Attorney These questions are required. If you do not complete these questions, we will not be able to process this form. If you select yes for any of these questions and are not registered as an Investment Advisor, you must also complete Section 5. 3. Are you being paid for providing investment advice on this account? Yes, I am. No, I am not. Please note: If a POA is receiving compensation for providing investment advice, that person may need to be registered as an Investment Advisor with the Securities and Exchange Commission (SEC) or the applicable state securities regulator. Registration laws and exemptions from registration vary by state. Many states require registration if a POA is receiving compensation for investment advice from just one client. The POA should consult with legal counsel and/or publicly available resources at www.nasaa.org and/or www.sec.gov to understand the Investment Advisor registration requirements. It is the legal responsibility of the POA to ensure he/she is complying with the Investment Advisor registration laws that apply to him/her. 4. Are you being paid for providing investment advice on any other Schwab account? Yes, I am. No, I am not. 5. Are you a Registered Investment Advisor (Federal or State)? Yes, I am. Please complete the fields below. No, I am not. Firm Name or DBA Firm Tax Identification Number (TIN) State or Federal Investment Advisor Registration Number 6. Is your employer being paid for providing investment advice on this account? Yes, my employer is. No, my employer is not. 7. Is your employer a Registered Investment Advisor (Federal or State)? Yes, my employer is. Please complete the fields below. No, my employer is not. Firm Name or DBA Firm Tax Identification Number (TIN) State or Federal Investment Advisor Registration Number 5 Provide Supplemental Agent Information (Only If Agent Is Compensated and Not Registered) If your Agent is receiving compensation in connection with this account but is not registered as an Investment Advisor, your Agent must complete these questions. Otherwise, continue to the next section. Do you or your employer qualify as a family office under the Investment Advisers Act, meaning that you provide advice to clients of a single family only, the family clients own the office, and you do not hold yourself out to the public as an Investment Advisor? Yes No Are you a lawyer, accountant, engineer or teacher (professional), and is any investment advice you provide incidental to the practice of your profession? Yes No If yes, please provide Schwab with a letter from your attorney and/or supporting documentation for your Agents claim of exemption Are you legally exempt from registration as an Investment Advisor under federal or state law or for some other reason? Yes No from registration under the Investment Advisers Act. Basis for Exemption ©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney | Page 6 of 7 |
Power of Attorney 6 Provide Agent Signature Please make sure your Agent (Attorney-in-Fact) signs and dates this section. The Agents signature DOES NOT need to be notarized. By signing this Power of Attorney form, I acknowledge that I have received and read the attached Schwab Power of Attorney Authorization and Agreement and retained a copy for my records. I acknowledge that my signature signifies and constitutes my agreement to the terms and conditions set forth in the attached Schwab Power of Attorney Authorization and Agreement, including the Agents Terms and Conditions in Section 3 and, if applicable, the Schwab Bank Agents Terms and Conditions in Section 7. The Schwab Power of Attorney Authorization and Agreement contains a predispute arbitration clause. I acknowledge receipt of the predispute arbitration clause contained in Section 4, pages 3 and 4, of the Schwab Power of Attorney Authorization and Agreement. Todays Date mm/dd/yyyy Print Name Title 7 Authorization Agreement and Account Holder Signature(s) Please read, sign and obtain notarization for Account Holder signature(s) below and on the following page. By signing this Power of Attorney form, I certify that I have carefully read the provisions of this document, including the attached Power of Attorney Authorization and Agreement, and I understand that it authorizes my Agent, herein named, to exercise all rights and powers set forth above with respect to my brokerage account and, if appropriate, my Schwab Bank High Yield Investor Checking® account, and I understand that anything my Agent may do in the exercise of such rights and powers is fully binding upon me. I authorize Schwab (and Schwab Bank, if applicable) and other persons to whom Schwab (or Schwab Bank) has given instructions in order to implement my Agents instructions; to rely on my Agents instructions without obtaining my approval, countersignature or co-signature; and to take other actions necessary or incidental to the execution of such instructions. If I have named more than one Agent, I agree that each Agent may act independently and without the consent of any other Agent. I understand that this is not a durable POA and that all authority granted to my Agent shall cease automatically upon Schwab (or Schwab Bank, if applicable) receiving written notification from a licensed physician of my mental disability, incompetence, incapacity or death. If this POA relates to a trust account, each Trustee certifies that the trust instrument authorizes the delegation of authorities as indicated within this Power of Attorney form and such delegation is not prohibited by the laws that govern the trust. FURTHERMORE, BY SIGNING THIS FORM, I ACKNOWLEDGE THAT THE ATTACHED POWER OF ATTORNEY AUTHORIZATION AND AGREEMENT RELATES TO MY ACCOUNT(S) AND IS PART OF (A) THE ACCOUNT AGREEMENT BETWEEN SCHWAB AND ME FOR MY BROKERAGE ACCOUNT AND, IF APPLICABLE, (B) THE ACCOUNT AGREEMENT BETWEEN SCHWAB BANK AND ME FOR MY SCHWAB BANK HIGH YIELD INVESTOR CHECKING ACCOUNT. I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ THE ATTACHED POWER OF ATTORNEY AUTHORIZATION AND AGREEMENT AND RETAINED A COPY FOR MY RECORDS AND THAT IT IS MY RESPONSIBILITY TO PROVIDE A COPY TO MY AGENT(S) IF I SO DESIRE. I understand that I am responsible for providing my Agent(s) with all agreements, disclosures and notices regarding my account(s) and this POA. I understand that I have the right to revoke or terminate this POA at any time by providing written notice to Schwab or Schwab Bank. I understand that if I have a Schwab Bank High Yield Investor Checking account, I may contact or be contacted by Schwab or Schwab Bank regarding this POA. The Schwab Power of Attorney Authorization and Agreement includes a predispute arbitration clause. I acknowledge receipt of the predispute arbitration clause contained in Section 4, pages 3 and 4, of the Schwab Power of Attorney Authorization and Agreement. Todays Date mm/dd/yyyy Print Name Title Todays Date mm/dd/yyyy Print Name Title ©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney | Page 7 of 7 |
Power of Attorney 8 Obtain Notarization for Account Holder Signature(s) All Account Holder signatures must be notarized. The Agents signature DOES NOT need to be notarized. Notice to CA Residents: A notary public or other officer completing this certificate verifies only the identity of the individual(s) who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Certificate of Acknowledgment of Notary Public* State of in the County of On mm/dd/yyyy the above-named individual(s) personally appeared before me and proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/ they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY that the foregoing paragraph is true and correct. (NOTARY SEAL) Notary Signature Todays Date mm/dd/yyyy Print Notary Name My Commission Expires mm/dd/yyyy *If your state law permits, notaries may attach the appropriate notarizing declaration in lieu of this notarization. 9 Return Instructions Upload online with secure messaging (if you are an existing client and have online access to your account). 1. Go to Schwab.com and log in to your account. 2. Click the Message Center link (under Service), and then click the Upload Document link. 3. Upload your form as an attachment by clicking the Add File button. 4. When your message is complete, click Send. Fax to 1-888-526-7252. Bring to your nearest Schwab branch (visit Schwab.com/branch for locations). Mail to any of the following addresses: Regular Mail (West) Charles Schwab & Co., Inc. P.O. Box 982600 El Paso, TX 79998-2600 Regular Mail (East) Charles Schwab & Co., Inc. P.O. Box 628291 Orlando, FL 32862-8291 Overnight Mail (West) Charles Schwab & Co., Inc. 1945 Northwestern Drive El Paso, TX 79912 Overnight Mail (East) Charles Schwab & Co., Inc. 1958 Summit Park Dr., Ste. 200 Orlando, FL 32810 Brokerage Products: Not FDIC-Insured No Bank Guarantee May Lose Value Charles Schwab & Co., Inc. and Charles Schwab Bank are separate but affiliated companies and subsidiaries of The Charles Schwab Corporation. Brokerage products are offered by Charles Schwab & Co., Inc., Member SIPC. Deposit and lending products and services are offered by Charles Schwab Bank, Member FDIC and an Equal Housing Lender. ©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) |
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Power of Attorney Authorization and Agreement |
Page 1 of 6 |
| Please read and retain for your files. - Client Copy |
| Sections 14 relate to your brokerage account and are part of the Account Agreement between each Account Holder and Schwab. Sections 57 relate to your Schwab Bank High Yield Investor Checking® account and are part of the Account Agreement between each Account Holder and Schwab Bank, if applicable. The terms I, me and my refer to each Schwab or Schwab Bank Account Holder. |
| Please note that for the purposes of this Power of Attorney (POA), the term brokerage account refers to your account with Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, and the term Schwab Bank High Yield Investor Checking account (High Yield Investor Checking account) refers to your account with Charles Schwab Bank (Schwab Bank), an Equal Housing Lender and Member FDIC. |
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
Power of Attorney Authorization and Agreement - Client Copy | Page 2 of 6 |
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
Power of Attorney Authorization and Agreement - Client Copy | Page 3 of 6 |
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
Power of Attorney Authorization and Agreement - Client Copy | Page 4 of 6 |
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
Power of Attorney Authorization and Agreement - Client Copy | Page 5 of 6 |
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
Power of Attorney Authorization and Agreement - Client Copy | Page 6 of 6 |
©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18)
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©2018 Charles Schwab & Co., Inc. All rights reserved. MemberSIPC. AFTIA (1216-PA87) APP13049-24 (07/18) 00208435
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