Severance Pay Plan – Schwab

THE CHARLES SCHWAB

SEVERANCE PAY PLAN

(As Amended and Restated Effective July 1, 2011)

TABLE OF CONTENTS


ARTICLE 1 – PURPOSE OF PLAN		1
ARTICLE 2 – DEFINITIONS		1
ARTICLE 3 : PARTICIPATION		7
3.1.	Commencement of Participation	7
3.2	Termination of Participation	7
ARTICLE 4 – EFFECT ON OTHER BENEFITS		8
4.1.	Eligibility for Benefits	8
4.2	Paid Time Off Benefits	8
ARTICLE 5 – NOTICE PERIOD		8
5.1	Notice Period	8
5.2	Participants Requested to Work During Notice Period	8
5.3	Acceleration of Termination Date	8
ARTICLE 6 – BENEFITS		9
6.1	Non-Officers Severance Pay	9
6.2	Officer Severance Pay	10
6.3	Group Health Plan Coverage Payment and Long-Term Awards	11
6.4	Additional Provisions Related to Severance Benefits	11
ARTICLE 7 – FUNDING		13
ARTICLE 8 – ADMINISTRATION		13
8.1	Administrator153s Authority	13
8.2	Claims for Benefits	14
8.3	Indemnification	15
ARTICLE 9 – AMENDMENT AND TERMINATION		15
ARTICLE 10 – MISCELLANEOUS		15
ARTICLE 11 – EXECUTION		16
APPENDIX A		A

ARTICLE 1 – PURPOSE OF PLAN

The purpose of this Plan is to set forth the terms and conditions under which
severance pay and other severance benefits will be provided to employees of the
Company. This Plan is intended to constitute an employee welfare benefit plan
within the meaning of section 3(1) of ERISA, and is intended to memorialize the
provisions of the Company153s severance pay program.

The effective date of this restatement is July 1, 2011. The rights of any
person whose Notice Period Start Date is prior to the Restated Effective Date
shall be determined solely under the terms of the Plan provisions as in effect
on such date, unless such person is thereafter reemployed and again becomes a
Participant. The rights of any other person shall be determined solely under the
terms of this restated Plan, except as may be otherwise required by law.

This Plan is not intended to constitute a “nonqualified deferred compensation
plan” within the meaning of section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”). In the event that that any benefit hereunder is deemed
by the Administrator to be subject to section 409A of the Code, the
Administrator may modify such benefit as it deems necessary to comply with, or
to qualify for an exemption from, Code section 409A.

ARTICLE 2 – DEFINITIONS

“Administrator” means Schwab or such person or committee as may be appointed
from time to time by Schwab to supervise the administration of the Plan.

“Affiliate” means any company which is a member of a controlled group of
corporations (within the meaning of section 414(b) of the Code) or a group of
trades or businesses under common control (within the meaning of section 414(c)
of the Code) that includes the Company.

“Base Salary” means the Participant153s annual “pay rate”
maintained under the authoritative system of record used to produce the
Participant153s regular semi-monthly pay. Base Salary shall be determined as of
the Participant153s Notice Period Start Date. Unless included by the Company in a
Participant153s “pay rate,” Base Salary shall exclude all other earnings or paid
amounts such as bonuses, overtime, commissions, differentials, variable pay,
incentive pay, the value of employee benefits, and any other amounts that are
treated as “other earnings” under the Company153s payroll system. In the case of
an Eligible Employee who is classified by the Administrator as a branch manager
or a financial consultant of a retail, national or satellite branch, the
Administrator may determine, in its sole discretion, that such individual153s Base
Salary, for purposes of calculating Severance Benefits, shall be supplemented
with the amount that the

Administrator determines, in its sole discretion, to be the Participant153s
“practice service” payment in effect as of the Participant153s Notice Period Start
Date and as annualized by the Plan Administrator. The Administrator shall have
sole discretionary authority to determine a Participant153s Base Salary for all
purposes, and the Administrator153s discretionary determinations shall be
conclusive and binding on all persons.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Charles Schwab Corporation, a Delaware corporation, and
(unless the context requires otherwise) any Participating Company.

“Comparable Position” means a position that is comparable, as determined by
the Administrator in its sole and absolute discretion taking into account such
factors as it deems appropriate including without limitation the similarity of
duties and salary and any increase in the commuting distance to the individual153s
principal place of employment, provided that a position will not fail to be a
“Comparable Position” unless it would result in a material negative change
within the meaning of Treas. Reg. section 1.409A-1(n)(2)(i) or any successor
thereto.

“Corporate Transaction” means a merger, acquisition, spin-off, stock sale,
sale of assets or portions of a business, outsourcing of all or any portion of a
business or any other similar corporate transaction.

“Eligible Employee” means an individual classified by the Administrator as a
Regular Employee who has incurred a Job Elimination. The term “Eligible
Employee” shall not include (i) individuals employed pursuant to the terms of a
collective bargaining agreement between the Company or an Affiliate and a
bargaining unit representing such individuals; (ii) an employee who is on an
unpaid leave of absence and has no right to reinstatement under applicable law
upon completion of the leave; and (iii) any individual who the Administrator, in
its sole discretion, determines to be covered by a Guaranteed Payments
Arrangement or any arrangement that, by its terms, makes the individual
ineligible for Plan benefits. Notwithstanding the foregoing, the Administrator
may, in its sole discretion, determine that an individual who is a party to a
Guaranteed Payments Arrangement is an Eligible Employee eligible to receive
benefits under Section 6.4(g).

“Guaranteed Payments Arrangement” is any guarantee or agreement,
offer letter, policy, arrangement or plan (regardless of whether it is written
or oral) that provides for guaranteed payments of any nature, severance

benefits of any kind, cash payments representing the value of stock options
or restricted stock, and/or similar amounts.

“Job Elimination” means involuntary termination of employment solely on
account of changes in the Company153s operations or organization that result in
the elimination of the employee153s job, as determined by the Administrator in its
sole and absolute discretion taking into account such factors as it deems
appropriate including without limitation (i) a relocation or dissolution of a
portion of the business of the Company; (ii) a withdrawal by the Company from a
segment of a market served by the Company; (iii) the elimination of one or more
Company product lines; (iv) an elimination, reduction, or change in the
Company153s need for one or more specialized skills provided by the employee;
(v) an organizational change in the Company, including without limitation a
business redesign, reorganization or consolidation; (vi) a significant change in
the Company153s systems or technology; and (vii) a reduction in the Company153s
staffing levels. Notwithstanding anything to the contrary contained herein, a
Job Elimination shall not result (A) from retirement, death or voluntary
resignation (whether or not in response to changes in the Company153s operations
or organization or in an individual153s title, duties, responsibilities,
compensation or benefits) prior to Notice of Eligibility; (B) if the Company or
any successor employer or successor organization offers the employee a
Comparable Position; (C) from termination prior to or after Notice of
Eligibility on account of unsatisfactory performance, failure of a condition of
employment, breach of any agreement to which the employee and the Company are
parties, or violation of any law, regulation, or Company policy (including but
not limited to the Code of Business Conduct and Ethics, Compliance Manual, and
HR Policies); (D) where, in connection with a Corporate Transaction, an employee
is employed in the same or a substantially similar position at the closing of
the Corporate Transaction or the employee is offered a Comparable Position;
(E) from the employee153s failure to return to work within the time required
following an approved leave of absence; (F) from a change in employment that
results from a natural disaster, unforeseeable governmental action, act of war,
or other similar unanticipated business disaster; (G) from a transfer of
employment among the Company and any of its Affiliates; (H) where, in connection
with the outsourcing of all or any a portion of a business, the employee is
offered a Comparable Position; and (I) from the Company153s modification or
termination of any telecommuting arrangement.

“Long-Term Award” means a long-term award outstanding as of the Participant153s
Termination Date and granted under the plan of a Participating Company that
provides for long-term or stock-based awards.

“Non-Officer” means an Eligible Employee who is not an Officer.

“Notice of Eligibility” means a written or electronic notice, in a form
approved by the Administrator, provided to an Eligible Employee that there will
be a Job Elimination and that he or she is eligible for Severance Benefits under
the Plan.

“Notice Period” means a sixty (60) calendar day period commencing on the date
specified in the Notice of Eligibility. Except as provided in Section 5.2,
Participants are relieved from job responsibilities during the Notice Period and
generally are not required to report to work. Also during the Notice Period, all
Compliance, Human Resources and Information Security policies and procedures
that applied to Participants before receiving Notice of Eligibility continue in
full force and effect and Participants remain subject to those policies and
procedures. Participants will continue to receive Base Salary and to participate
in certain employee benefits. Except as otherwise provided under the applicable
bonus or incentive plan, Participants shall not be eligible for bonuses and
other incentive pay during the Notice Period. In all cases, non-production-based
bonuses will be pro-rated to reflect the Participant153s service prior to the
Notice Period Start Date and will be subject to discretionary adjustments by the
Company in its sole and absolute discretion.

“Notice Period Start Date” means the first day of the Notice Period.

“Officer” means an Eligible Employee who is classified by the Company as an
“officer” based on job grade, designation and such other factors the Company
deems relevant.

“Participant” means any person who is participating in the Plan as provided
in Article 3.

“Participating Company” means the Company and any Affiliate that participates
in the Plan (as determined by the Company or Schwab in its sole discretion). A
current list of Participating Companies is set forth in Appendix A.
Notwithstanding the foregoing, if a Participating Company ceases to be an
Affiliate by reason of a Corporate Transaction, then such entity shall cease to
be a Participating Company upon the closing of such Corporate Transaction.
Notwithstanding anything to the contrary in this Plan, no benefits shall be
payable under the Plan on account of any employment termination (actual or
constructive) that occurs on or after the closing of such Corporate Transaction
in which such entity ceases to be a Participating Company.

“Plan” means The Charles Schwab Severance Pay Plan.

“Regular Employee” means an individual who (i) is directly employed and paid
by the Company and on whose behalf the Company withholds income tax from his or
her compensation; (ii) has regular full-time or part-time employment with the
Company; and (iii) is considered and classified by the Company as a “regular
employee.” Notwithstanding the foregoing, a “Regular Employee” shall not include
any of the following:

(A) a temporary or seasonal employee, intern, co-op or floater;

(B) an agency temporary or leased employee;

(D) an individual who is not directly paid by the Company through its payroll
system (without regard to his or her common law employment status);

(E) consultants, contingent workers, independent contractors, persons who
have signed independent contractor, consultant or vendor agreement(s) or provide
services to the Company pursuant to an independent contractor, consultant or
vendor agreement, or pursuant to an agreement with any third party, irrespective
of whether any such individuals are determined by any third party (including
without limitation any court, arbitrator or governmental or regulatory agency)
to constitute an employee of the Company or any Affiliate (including but not
limited to, a common law employee, a joint employee or a leased employee); and

(F) persons (including but not limited to those identified in subparagraphs
(A) through (E)) not otherwise considered by the Company to be a Regular
Employee, irrespective of whether any such individuals are deemed by a court,
arbitrator or government agency or other third party to be an employee of the
Company or any Affiliate (including but not limited to, a common law employee, a
joint employee or a leased employee).

If, during any period, the Company has not treated an individual as a common
law employee and, for that reason, has not withheld income and employment taxes
with respect to that individual, then that individual shall not be a Regular
Employee for that period, even if the individual is determined, retroactively,
to have been a common law employee during all or any portion of that period by
the Internal Revenue Service or other third party or pursuant to a court decree,
judgment or settlement in a judicial proceeding or otherwise.

“Restated Effective Date” means July 1, 2011.

“Return Date” means the date specified in the Participant153s Notice of
Eligibility by which the Participant must sign and return a Severance Agreement.

“Revocation Period” means the seven calendar day (or other longer legally
required calendar day) period immediately following the date the Participant
signs the Severance Agreement during which a Participant who is either: (i) at
least forty (40) years old; or (ii) is under forty (40) years old and is
employed in a state that requires a specific Revocation Period, may revoke his
or her signed Severance Agreement. To be effective, a written request to revoke
must be received by the Administrator (as defined by applicable law) no later
than 5:00 p.m. PST on the seventh calendar day (or other longer period required
by law) from the date the Participant signed the Severance Agreement or, if
mailed, be postmarked no later than the seventh calendar day (or other longer
period required by law) from the date the Participant signed the Severance
Agreement.

“Schwab” means Charles Schwab & Co., Inc., a California corporation.

“Severance Agreement” means a written agreement in a form satisfactory to the
Administrator in exchange for payment of Severance Benefits as provided in
Article 6. In the sole discretion of the Administrator, such agreement may
include without limitation, but is not limited to, provisions relating to
(i) non-disparagement and non-disclosure; (ii) non-solicitation of customers,
clients and employees; (iii) use of confidential and proprietary information;
(iv) return of company property; (v) cooperation with investigations,
arbitrations, and litigation; (vi) release and waiver of all legal claims; and
(vii) authorized deductions (if any). To be effective, a Severance Agreement
must be signed and returned by the Return Date (and not revoked during any
applicable Revocation Period). Severance Agreements are not required to be
identical among Participants.

“Severance Benefits” means all payments and benefits provided
for in this Plan, including but not limited to all salary and benefits for
periods during which a Participant remains an employee after being provided a
Notice of Eligibility (such as the Notice Period), all forms of compensation
and/or benefits of any kind for or in connection with such periods, and all
other amounts paid or payable to Participants in accordance with the Plan. The
Severance Benefits a Participant may be eligible for are gross amounts from
which applicable taxes, withholding and appropriate deductions will be taken,
including but not limited to, deduction of any outstanding amount owed to the
Company by the Participant regardless of the reason for or source of the amount
due. In order to receive Severance Benefits under Article 6, a Participant must
timely sign and return (and not revoke, where a Revocation Period applies) a
Severance Agreement. All Severance Benefits shall be applied toward satisfaction
of the Company153s

WARN obligations, if any, and shall constitute WARN notice and/or WARN
benefits where WARN applies.

AA.

“Severance Period” means the period of time determined by adding, to the
Participant153s Termination Date, the number of business days or months for which
the Participant is eligible to receive severance pay under Section 6.1 or 6.2.

BB.

“Termination Date” means the earlier of (i) last day that the Participant is
employed by the Company; or (ii) day that the Participant153s Notice Period ends
(as it may be accelerated under Article 5).

CC.

“WARN” means the Federal Worker Adjustment Retraining and Notification Act,
as amended, and any applicable state plant or facility closing or mass layoff
law. In the event WARN applies to a Participant, any Notice Period and/or
Severance Period, and all compensation and all benefits of any kind due or paid
with respect to either are also deemed to constitute WARN notice and/or WARN
benefits, and will be applied toward satisfying the Company153s obligations under
WARN.

DD.

“Year of Service” means each 365 calendar day period of service completed by
a Participant while a Regular Employee including any service commencing on the
Participant153s date of hire and ending on (and including) the Participant153s
Notice Period Start Date and any service prior to a break in service for any
reason other than Job Elimination. Periods less than 365 calendar days will be
calculated as a percentage of a 365-calendar day period. A Participant will
receive credit for service with a predecessor employer that was acquired by the
Company or an Affiliate if such service must be credited for purposes of an
“employee benefit plan” within the meaning of ERISA under the applicable
purchase agreement. Except as provided in Section 6.4(a), a Participant153s Years
of Service shall exclude service previously used to determine a Participant153s
severance benefits under this Plan, any predecessor plan or any other
Affiliate-sponsored severance arrangement.

ARTICLE 3 : PARTICIPATION

3.1. Commencement of Participation. An Eligible Employee will become a
Participant as of the date he or she is issued a Notice of Eligibility.

3.2 Termination of Participation. A Participant153s participation in the
Plan shall terminate on the earlier of (i) the date when his or her entire Plan
benefit has been paid; or (ii) the date that his or her participation ends under
Section 5.3(b) or 6.4(b).

ARTICLE 4 – EFFECT ON OTHER BENEFITS

4.1. Eligibility for Benefits. A Participant153s eligibility for all
employee benefits (including without limitation medical, dental and vision
insurance) will cease in accordance with the terms of each respective plan no
later than the last day of the month that includes the Termination Date except
as may be otherwise required by applicable law.

4.2 Paid Time Off Benefits. A Participant will continue accruing paid
time off benefits until the Termination Date. The rate of accrual during the
Notice Period will be the same as the rate of accrual prior to the Participant153s
Notice of Eligibility.

ARTICLE 5 – NOTICE PERIOD

5.1 Notice Period. Following an Eligible Employee153s Notice of
Eligibility, the Participant will enter a Notice Period for a period of sixty
(60) calendar days. Except as provided in Section 5.2, during the Notice Period
Participants shall not be required to report to work but shall remain subject to
the Company153s policies and procedures. If WARN is applicable to a Participant,
the Notice Period and all compensation (including but not limited to
salary/wages, benefits and benefit plan participation) attributable to the
Notice Period shall constitute WARN notice and the payment of WARN benefits,
respectively, and will be applied against any notice period or other payments
that would otherwise be due to satisfy the Company153s obligations under WARN.

5.2 Participants Requested to Work During Notice Period. If a
Participant is requested to work during the Notice Period, then the Participant
will be entitled to Severance Benefits only if the Participant continues to
perform his or her assigned duties and responsibilities to the satisfaction of
the Company through the date established by the Company in its discretion.

5.3 Acceleration of Termination Date. The Termination Date, which is
originally established as the end of the 60 day Notice Period, will be
accelerated or otherwise changed if any of the following events occur:

(a) If, prior to the end of the Notice Period, a Participant resigns or
otherwise obtains an external position or acts as an employee, consultant or
independent contractor or as a sole proprietor of a business or acts as an
officer, director, or partner in another public or privately held company. In
that case, the Participant is required to notify the Administrator immediately,
the end of the Notice Period and the Termination Date will be accelerated to
coincide with the next day after the Participant resigned or otherwise obtained
that position. The Participant will receive a payment reflecting the balance of
the Base Salary attributable to the unused portion of the original Notice
Period; however, no payment will be made for the value of bonuses, or other
incentive compensation or the value of other employee benefits that might
otherwise have been received if the Termination Date had not been accelerated.
The Participant remains

eligible to sign and return the applicable Severance Agreement by the Return
Date in order to obtain additional Severance Benefits under Article 6.

(b) Except as provided in Section 5.2 as determined by the Administrator, if
a Participant provides substantial services to the Company or any Affiliate as
an employee (full-time, part-time or seasonal), consultant or independent
contractor of the Company or any Affiliate within the Notice Period (without
regard to whether the end of the Notice Period has been accelerated pursuant to
Section 5.3(a)), his or her Termination Date under the Plan will be cancelled or
accelerated (as appropriate), his or her participation will end, and the
Participant will no longer be eligible to receive any Severance Benefits or any
payment of any kind for compensation (including benefits) otherwise attributable
to the unused portion of the Notice Period. If a Participant already received
payment of lump sum severance pay under Section 6.1, 6.2 and/or 6.3 (as
applicable), the Participant will be required, except as the Administrator
otherwise determines in its sole discretion, to repay the lump sum severance
pay, including the COBRA payment, in full, as a condition of employment or
providing services. In addition, if a Participant already received a lump sum
payment for the unused portion of the Notice Period under Section 5.3(a), the
Participant is required, except as the Administrator otherwise determines in its
sole discretion, to repay the amount by which this lump sum payment exceeds the
amount the Participant would have received if the payment had been calculated
based on the number of business days that actually elapsed between the beginning
of the Notice Period and the date of his or her commencement of service, as a
condition of employment or providing services.

ARTICLE 6 – BENEFITS

Upon being provided with a Notice of Eligibility, a Participant becomes
eligible to receive the Severance Benefits described in Sections 6.1, 6.2, and
6.3 (as applicable) only if the Participant returns to the Administrator a
signed Severance Agreement no later than the Return Date. If a Revocation Period
applies, a Participant153s eligibility to receive these Severance Benefits also is
conditioned upon the Participant not revoking (or attempting to revoke) the
Severance Agreement during the Revocation Period. Subject to those conditions
and such other conditions set forth in this Plan, the Participant will be
entitled to receive the benefits set forth in Sections 6.1 and 6.2, or 6.3 (as
applicable).

6.1 Non-Officer Severance Pay.

A Non-Officer Participant employed by a Participating Company as of his or
her Notice of Eligibility will be eligible to receive a lump sum severance pay
benefit equal to the amount of the Participant153s Base Salary that would have
been payable for ten business days multiplied by the Participant153s full Years of
Service plus the number of business days for the Participant153s partial Years of
Service shown in the table in (i) below, but in no event more than the amount of
Base Salary that would have been payable to the Participant for 220 business
days.

(i) The Participant will receive credit for a partial Year of Service

(after aggregation of partial years), based on the following table:


Length of Partial Year		Number of Business Days
Less than 3 months		3 days
At least 3 months but less than 6 months		5 days
At least 6 months but less than 9 months		7 days
At least 9 months but less than 12 months		10 days

(ii) The minimum Severance Benefit shall be determined by the Participant153s
job grade on the Notice Period Start Date based on the following table:


Job Grade		Minimum Severance Benefit
Individual Contributor (52-55)		22 business days
Sr. Individual Contributor/Team Lead (56)		44 business days
Manager (57)		66 business days
Sr. Manager (58 : 59)		88 business days
Director (60, U1 and U2)		110 business days

6.2 Officer Severance Pay.

An Officer Participant employed by a Participating Company as of his or her
Notice of Eligibility will be eligible to receive a lump sum severance pay
benefit in the following amounts. For Vice Presidents, the amount of the
Participant153s Base Salary that would have been payable for ten business days
multiplied by the Participant153s full Years of Service, but in no event less than
the amount of Base Salary that would have been payable to the Participant for
five months (110 business days) and no more than the amount of Base Salary that
would have been payable to the Participant for 10 months (220 business days).
For Senior Vice Presidents or Executive Vice Presidents, the amount of the
Participant153s Base Salary that would have been payable for 15 business days
multiplied by the Participant153s full Years of Service, but in no event less than
the amount of Base Salary that would have been payable to the Participant for
seven months (154 business days) and no more than the amount of Base Salary that
would have been payable to the Participant for 12 months (264 business days).

The Participant who is a Vice President also will receive credit for a
partial Year of Service (after aggregation of partial years), based on the
following table:


Length of Partial Year		Number of Business Days
Less than 3 months		3 days
At least 3 months but less than 6 months		5 days
At least 6 months but less than 9 months		7 days
At least 9 months but less than 12 months		10 days

The Participant who is a Senior Vice President or Executive Vice President
also will receive credit for a partial Year of Service (after aggregation of
partial years), based

on the following table:


Length of Partial Year		Number of Business Days
Less than 3 months		3 days
At least 3 months but less than 6 months		7 days
At least 6 months but less than 9 months		11 days
At least 9 months but less than 12 months		15 days

6.3 Group Health Plan Coverage Payment and Long-Term Awards.

(a) A Participant who becomes entitled to receive Severance Benefits will be
eligible to receive a single lump sum payment to cover a portion of the cost of
group health plan coverage for the Participant and his or her enrolled spouse,
domestic partner and dependents (“Dependents”). The amount of such payment shall
be based on the period of time for which the Participant is eligible to receive
severance pay and COBRA rates for group health plan coverage in effect for the
Participant and his or her Dependents as of the Participant153s Notice of
Eligibility, without regard to changes in COBRA rates or coverage after Notice
of Eligibility.

(b) If an Officer Participant becomes entitled to Severance Benefits, then:

(i) The portion of each of the Participant153s Long-Term Awards, except
performance-based restricted stock or similar awards designed to meet the
requirements for performance-based compensation under Section 162(m) of the
Code, that would have vested if the Participant had remained employed during the
Severance Period shall be vested as soon as administratively practicable after
the Participant153s Termination Date and the Participant shall be treated as if he
or she continued in employment during the Severance Period for purposes of
determining whether the Participant vests in any performance-based restricted
stock or similar award, subject to subparagraph (iii) below; and

(ii) The determination of whether the Participant has satisfied the
conditions of “retirement” under each Long-Term Award agreement (to the extent
applicable) shall be made as of his or her Termination Date, without regard to
the Participant153s Severance Period.

(iii) The Severance Period shall not modify or extend the exercise period of
any Long-Term Award, and, except as set forth in Section 6.3(b)(i), the Plan
shall not provide any benefit with respect to any Long-Term Award.

6.4 Additional Provisions Related to Severance Benefits.

(a) If a Participant receives severance benefits under this Plan, any
predecessor plan or any other Affiliate-sponsored severance arrangement and if
the Participant subsequently provides services to the Company or an Affiliate,
then any

Severance Benefits that may become payable to the Participant under this Plan
following the date of recommencement of service shall be based solely on the
Participant153s Years of Service following the date of such recommencement;
provided, however, the Administrator shall have the discretionary authority to
suspend the application of this provision to a Participant who repaid more than
80% of his or her Severance Benefits pursuant to Section 5.3(b) or 6.4(d).

(b) Notwithstanding anything to the contrary contained herein, (i) an
employee or Participant whose employment with the Company (or an Affiliate) is
terminated before or after receipt of Notice of Eligibility for any reason other
than Job Elimination shall not be entitled to receive any Severance Benefits
hereunder, (ii) a Participant shall lose eligibility to receive Severance
Benefits if (A) after receipt of Notice of Eligibility, the employee fails to
work satisfactorily at the request of the Company through the date it specifies;
or (B) the Company becomes aware of circumstances which could or would have
caused a Participant153s termination from employment including but not limited to
misconduct or any violation of law, regulation or Company policy, and (iii) in
the case of an Regular Employee who the Administrator determines, in its sole
discretion, is covered by a Guaranteed Payments Arrangement, except as provided
in Section 6.4(g), the calculation of any payment to such Regular Employee upon
such termination or resignation shall be governed by the terms of such
arrangement, and not by this Article 6.

(c) Lump sum benefits payable pursuant to Section 6.1, 6.2 or 6.3(a) shall be
paid during the next payroll processing cycle that follows the later of (i) the
date the Severance Agreement is received, assuming it is signed and returned to
the Administrator in the required time and is not revoked in accordance with any
applicable Revocation Period; or (ii) the Termination Date, as it may be
accelerated under Article 5 or 6. All payments made pursuant to this Plan shall
be paid no later than March 15^th of the calendar year immediately
following the year the Termination Date occurs.

(d) If a Participant receives payment of any or all of his or her Severance
Benefit under Section 6.1, 6.2 and/or 6.3 and after his Termination Date
subsequently provides substantial services to the Company or any Affiliate as an
employee, consultant or independent contractor (other than pursuant to a
Corporate Transaction), the Participant will be required, except as the
Administrator otherwise determines in its sole discretion, as a condition of
reemployment or otherwise providing services, to repay the amount (if any) by
which the lump sum payment (including COBRA payments) exceeds the amount the
Participant would have received if such payment had been calculated based on the
number of business days that have actually elapsed between the Termination Date
and the date that the Participant started to provide such services. The
repayment obligation is applicable regardless of whether the Participant153s
severance pay was paid under Section 6.1, 6.2 and/or 6.3(a); provided, however,
the repayment obligation shall not apply to benefits provided under
Section 6.3(b). Repayment of a pro rata share of severance benefits does not
affect the validity of the Severance Agreement.

(e) Notwithstanding anything to the contrary contained in this Plan, in the
event WARN is applicable to a Participant: (i) any Notice Period and/or
Severance Benefits paid or payable to the Participant will be deemed to
constitute and shall be attributed to WARN notice and/or WARN benefits; (ii) all
Severance Benefits under this Plan will be reduced and/or offset by any notice,
payments or benefits to which the Participant may be entitled under WARN; and
(iii) all Severance Benefits under this Plan will be reduced and/or offset by
any amount of paid days and/or paid benefits in lieu of notice the Participant
is given or is required to be given by the Company to satisfy its obligations
under WARN. A Severance Agreement is not required for receipt of WARN benefits.

(f) Notwithstanding anything to the contrary contained herein, the Company
may revoke a Participant153s Severance Agreement during any applicable Revocation
Period.

(g) Notwithstanding anything to the contrary contained herein, in the event
that the Administrator determines, in its sole discretion, that an individual is
a party to a Guaranteed Payments Arrangement and that such individual would
otherwise be entitled to a benefit under Section 6.1 or 6.2 and/or 6.3, then the
Administrator may determine, in its sole discretion, that such individual shall
be eligible to receive a cash severance benefit (instead, and in lieu, of any
and all payments under such Guaranteed Payments Arrangement) equal to the
greater of either (i) the amount that the Administrator determines, in its sole
discretion, to be the amount of the Participant153s payments under the Guaranteed
Payments Arrangement; or (ii) the total amount of the cash severance payments to
which the Administrator determines, in its sole discretion, the Participant
otherwise would have been entitled under Section 6.1, 6.2 and/or 6.3. Payment of
such cash severance benefit shall be paid at the time and in the form provided
for under the Guaranteed Payment Arrangement.

(h) Notwithstanding anything to the contrary contained herein, a Participant
shall be deemed to be employed by a Participating Company for purposes of
benefits under Article 6 in the event that such Participant, as of his or her
Notice of Eligibility, is designated by the Company, in its sole and absolute
discretion, as a dual employee providing fund administration services to the
Excelsior Funds.

ARTICLE 7 – FUNDING

The amount required to be paid as Severance Benefit under this Plan shall be
paid from the general assets of the Company at the time such Severance Benefits
are to be paid.

ARTICLE 8 – ADMINISTRATION

8.1 Administrator153s Authority. The administration of the Plan shall be
under the supervision of the Administrator. It shall be the responsibility of
the Administrator to

assure that the Plan is carried out in accordance with its terms. The
Administrator shall have full power and sole discretionary authority to
administer, interpret and construe the Plan, and to determine all claims for
benefits, subject to the requirements of ERISA. The Administrator153s actions,
interpretations and determinations shall be final and binding on all concerned
and, in the event of judicial review, shall be entitled to the maximum deference
allowed by law. The Administrator shall have discretionary authority:

(a) To make and enforce such rules and regulations as it deems necessary or
proper for the efficient administration of the Plan;

(b) To interpret and construe the Plan, its interpretation and construction
thereof to be final and conclusive on all persons claiming benefits under the
Plan;

(d) To compute the amount of benefits which will be payable to any
Participant in accordance with the provisions of the Plan, and to determine the
person or persons to whom such benefits will be paid;

(e) To authorize the payment of benefits;

(f) To appoint such agents, counsel, accountants, consultants and actuaries
as may be required to assist in administering the Plan; and

(g) To allocate and delegate its responsibilities under the Plan and to
designate other persons to carry out any of its responsibilities under the Plan,
and such allocation, delegation or designation to be by written instrument and
in accordance with Section 405 of ERISA.

The interpretations and determinations of the Administrator shall be final
and binding and are not required to be uniform among similarly situated
individuals. The Administrator also reserves the right to provide additional
benefits, in the Administrator153s sole discretion. Determinations to be made in
the discretion of the Company are made by the Company in its non-fiduciary
capacity, with regard to the best interests of the Company, and are not required
to be uniform among similarly situated individuals. In administering the Plan,
the Administrator shall be entitled, to the extent permitted by law, to rely
conclusively on all tables, valuations, certificates, opinions and reports which
are furnished by any accountant, counsel or other expert who is employed or
engaged by the Administrator. Schwab shall be the “named fiduciary” for purposes
of section 402(a)(1) of ERISA with authority to control and manage the operation
and administration of the Plan, and shall be responsible for complying with all
of the reporting and disclosure requirements of Part 1 of Subtitle B of Title I
of ERISA.

8.2 Claims for Benefits. No person shall be entitled to benefits under
this Plan unless the Administrator has determined that he or she is entitled to
them. All

applications for benefits, and all inquiries concerning the Plan or present
or future rights to benefits under the Plan, must be submitted to the
Administrator in accordance with the established claims procedure set forth in
the summary plan description. Notwithstanding anything to the contrary in this
Plan, no person shall have a colorable claim for vested or unvested benefits
under this Plan unless the Administrator (i) has determined that the person has
incurred a Job Elimination; and (ii) has issued to the person a Notice of
Eligibility.

8.3 Indemnification. The Company agrees to indemnify, defend and hold
harmless to the fullest extent permitted by law any employee serving as or on
behalf of the Administrator or as a member of a committee designated as
Administrator (including any employee or former employee who formerly served as
Administrator or as a member of such committee) against all liabilities,
damages, costs and expenses (including attorneys153 fees and amounts paid in
settlement of any claims approved by the Company) occasioned by any act or
omission to act in connection with the Plan, if such act or omission is in good
faith.

ARTICLE 9 – AMENDMENT AND TERMINATION

The Plan and/or any of its terms may be amended, suspended or terminated at
any time with or without prior notice by action of the Board of Directors of
Schwab or the Company or their respective delegates. Schwab153s Executive Vice
President : Human Resources shall have the authority to adopt amendments that do
not materially increase the cost of the Plan.

ARTICLE 10 – MISCELLANEOUS

Except where otherwise indicated by the context, any masculine terminology
used herein shall also include the feminine and vice versa, and the definition
of any term herein in the singular shall also include the plural, and vice
versa.

This Plan shall not be deemed to constitute a contract between the Company
and any Eligible Employee or to be a consideration or an inducement for the
employment of any Eligible Employee. Nothing contained in this Plan shall be
deemed to give any Eligible Employee the right to be retained in the service of
the Company or to interfere with the right of the Company to discharge any
Eligible Employee at any time, irrespective of the effect which such discharge
shall have upon such individual as an Eligible Employee of this Plan.

This Plan shall be construed and enforced according to federal law, except
where not preempted, by the laws of the State of California other than its laws
respecting choice of law.

ARTICLE 11 – EXECUTION

To record the amendment and restatement of the Plan to read as set forth
herein effective as of July 1, 2011, Charles Schwab & Co., Inc. has caused
its authorized officer to execute the same this 10th day of January, 2011.

CHARLES SCHWAB & CO., INC.

By: Jay L. Allen /s/ Jay L.
Allen

Title: The Executive Vice President – Human Resources and Employee
Services

APPENDIX A

(January 1, 2011)

Charles Schwab & Co., Inc.

Charles Schwab Bank

Charles Schwab Investment Advisory, Inc.

Charles Schwab Investment Management, Inc.

Performance Technologies, Inc.

Schwab International Holdings, Inc.

Schwab Retirement Plan Services, Inc.

Schwab Retirement Technologies, Inc.

Schwab Retirement Plan Services Company

Windhaven Investment Management, Inc.

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.