{"id":40199,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notice-of-restricted-stock-unit-award-schwab.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notice-of-restricted-stock-unit-award-schwab","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notice-of-restricted-stock-unit-award-schwab.html","title":{"rendered":"Notice of Restricted Stock Unit Award – Schwab"},"content":{"rendered":"

THE CHARLES SCHWAB CORPORATION <\/strong><\/p>\n

2004 STOCK INCENTIVE PLAN <\/strong><\/p>\n

NOTICE OF RESTRICTED STOCK UNIT AWARD <\/strong><\/p>\n

You have been granted Restricted Stock Units. A Restricted
\nStock Unit represents the right to receive, subject to certain conditions, a
\nshare of Common Stock of The Charles Schwab Corporation (“Schwab<\/em>“),
\nunder The Charles Schwab Corporation 2004 Stock Incentive Plan (the
\n“Plan<\/em>“). Your Restricted Stock Units are granted subject to the
\nfollowing terms:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Name of Recipient:<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Total Number of
\nRestricted Stock Units<\/strong><\/p>\n

Granted:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Fair Market Value per<\/strong><\/p>\n

Restricted Stock Unit:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Grant Date:<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Vesting Schedule:<\/strong><\/td>\n<\/td>\n\n

So long as you remain in service in good standing and subject
\nto the terms of the Restricted Stock Unit Agreement, the Restricted Stock Units
\nsubject to this award will become vested and distributable on the following
\ndates and in the following amounts, subject to the restrictions below:<\/p>\n

Number of Restricted Stock Units on Vesting Date<\/u>:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Restricted Stock Units are an unfunded and unsecured
\nobligation of Schwab. Any vested Restricted Stock Units will be paid in shares
\nof Common Stock of The Charles Schwab Corporation (“Shares<\/em>“) as
\nprovided in the Restricted Stock Unit Agreement.<\/p>\n

You and Schwab agree that this award is granted under and
\ngoverned by the terms and conditions of the Plan and the Restricted Stock Unit
\nAgreement, both of which are made a part of this notice. Please review the
\nRestricted Stock Unit Agreement and the Plan carefully, as they explain the
\nterms and conditions of this award. You agree that Schwab may deliver
\nelectronically all documents relating to the Plan or this award (including,
\nwithout limitation, prospectuses required by the Securities and Exchange
\nCommission) and all other documents that Schwab is required to deliver to its
\nstockholders. By accepting this award, you agree to all of the terms and
\nconditions described above, in<\/p>\n<\/p>\n

\n

the Restricted Stock Unit Agreement and in the Plan, and you
\nhave no right whatsoever to change or negotiate such terms and conditions.<\/p>\n<\/p>\n

\n

THE CHARLES SCHWAB CORPORATION <\/strong><\/p>\n

2004 STOCK INCENTIVE PLAN <\/strong><\/p>\n

RESTRICTED STOCK UNIT AGREEMENT <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Payment for Units<\/strong><\/td>\n<\/td>\n\n

No payment is required for the Restricted Stock Units that
\nyou are receiving.
\nRestricted Stock Units are an unfunded and unsecured obligation of Schwab.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Vesting<\/strong><\/td>\n<\/td>\n\n

Subject to the provisions of this Agreement, a Restricted
\nStock Unit becomes
\nvested and distributable as of the earliest of the following:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(1)<\/p>\n<\/td>\n

<\/td>\n\n

The applicable Vesting Date for the Restricted Stock Unit
\nindicated in the
\nNotice of Restricted Stock Unit Award.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n\n

Your death.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(3)<\/p>\n<\/td>\n

<\/td>\n\n

Your disability.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(4)<\/p>\n<\/td>\n

<\/td>\n\n

Your separation from service, if the separation qualifies as
\na retirement or a
\nseverance eligible termination (provided that vesting shall occur upon a
\nseverance eligible termination only to the extent provided in The Charles
\nSchwab Severance Pay Plan (or any successor plan)).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(5)<\/p>\n<\/td>\n

<\/td>\n\n

A change in control.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Unvested units will be considered “Restricted Stock
\nUnits.<\/em><\/u>” If your service terminates for any reason, then your Restricted
\nStock Units will be forfeited to the extent that they have not vested before the
\ntermination date and do not vest as a result of the termination. This means that
\nthe Restricted Stock Units will immediately revert to Schwab. You will receive
\nno payment for Restricted Stock Units that are forfeited. Schwab determines when
\nyour service terminates for this purpose. For all purposes of this Agreement,
\n“service<\/em><\/u>” means continuous employment as a common-law employee
\nof Schwab or a parent corporation or subsidiary of Schwab, and
\n“subsidiary<\/em><\/u>” means a subsidiary corporation as defined in
\nsection 424(f) of the Internal Revenue Code of 1986, as amended (the
\n“Code<\/em><\/u>“).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Definition of Fair<\/strong><\/p>\n

Market Value<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Fair market value means the average of the high and low price
\nof a Share (as defined below) as reported on the New York<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Stock Exchange on the applicable determination date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Definition of<\/strong><\/p>\n

Disability<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

For all purposes of this Agreement,
\n“disability<\/em><\/u>” means that you have a disability that qualifies as
\nsuch under section 409A of the Code and due to which you have been determined to
\nbe eligible for benefits under Schwab153s long-term disability plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Definition of<\/strong><\/p>\n

Retirement<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If you are an employee of Schwab and its subsidiaries,
\n“retirement<\/em><\/u>” means a separation from service for any reason
\nother than death at any time after you attain age 55, but only if, at the time
\nof your separation, you have been credited with at least 10 years of service and
\nhave completed at least two years of service after the Grant Date indicated in
\nthe Notice of Restricted Stock Unit Award.<\/p>\n

The phrase “years of service<\/em><\/u>” above has the
\nsame meaning given to it under The SchwabPlan Retirement Savings and Investment
\nPlan (or any successor plan).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Definition of Severance<\/strong><\/p>\n

Eligible Termination<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

For all purposes of this Agreement, “severance
\neligible termination<\/u><\/em>” means a separation from service entitling you to
\nseverance benefits under The Charles Schwab Severance Pay Plan (or any successor
\nplan).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Definition of Change in<\/strong><\/p>\n

Control<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

For all purposes of this Agreement, “change in
\ncontrol<\/u><\/em>” means an event that qualifies as a change in control event
\nunder section 409A of the Code and as a change in control as defined in the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Definition of<\/strong><\/p>\n

Separation From<\/strong><\/p>\n

Service<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

For all purposes of this Agreement, “separation from
\nservice<\/u>“<\/em> means a separation from service as defined under section 409A
\nof the Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Payment of Shares<\/strong><\/td>\n<\/td>\n\n

Any vested Restricted Stock Units will be paid in shares of
\nCommon Stock of The Charles Schwab Corporation (“Shares<\/em>“) as provided
\nherein. Shares that have become vested and distributable under this Agreement
\nshall be distributed as follows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(1)<\/p>\n<\/td>\n

<\/td>\n\n

Shares that vest and become distributable on a Vesting Date
\nshall be distributed within 30 days of the Vesting Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n\n

Shares that vest and become distributable on death,
\ndisability or a change in control, shall be distributable within 90 days of such
\nevent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(3)<\/p>\n<\/td>\n

<\/td>\n\n

Shares that vest and become distributable on a separation
\nfrom service (either a retirement or a severance eligible termination) shall be
\ndistributed within 90 days of the separation from service. Generally, for
\nseverance eligible terminations, the distribution date shall be the “termination
\ndate” specified in the notice under The Charles Schwab Severance Pay Plan.
\nNotwithstanding the foregoing, if at the time of your separation from service,
\nyou are a “specified employee”, you will receive your Shares six months after
\nyour separation from service. “Specified Employee” means a “specified employee”
\nwithin the meaning of section 409A of the Code and any regulatory guidance
\npromulgated thereunder, provided that in determining the compensation of
\nindividuals for this purpose, the definition of compensation in Treas. Reg.
\n \u00a7 1.415(c)-2(d)(2) shall be used.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Restrictions on<\/strong><\/p>\n

Restricted Stock Units<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

You may not sell, transfer, pledge or otherwise dispose of
\nany Restricted Stock Units without Schwab153s written consent. Schwab will deliver
\nShares to you only after the Restricted Stock Units vest and after all other
\nterms and conditions in this Agreement have been satisfied.<\/p>\n

You may make a gift of Restricted Stock Units to your spouse,
\nchildren or grandchildren or to a trust established by you for the benefit of
\nyourself or your spouse, children or grandchildren. However, a transferee of
\nRestricted Stock Units must agree in writing on a form prescribed by Schwab to
\nbe bound by all provisions of this Agreement as a condition for the transfer
\nprior to the Restricted Stock Units becoming vested.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Delivery of Shares<\/strong><\/p>\n

After Death<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

In the event that Shares are distributable upon your death,
\nthe Shares will be delivered to your beneficiary or beneficiaries. You may
\ndesignate one or more beneficiaries by filing a beneficiary designation form.
\nYou may change your beneficiary designation by filing a new form with Schwab at
\nany time prior to your death. If you do not designate a beneficiary or if your
\ndesignated beneficiary predeceases you, then your Shares will be delivered to
\nyour estate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Restrictions on Resale<\/strong><\/td>\n<\/td>\n\n

You agree not to sell any Shares at a time when applicable
\nlaws, Schwab153s policies or an agreement between Schwab and its underwriters
\nprohibit a sale. This restriction will apply as<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

long as your service continues and for such period of time
\nafter the termination of
\nyour service as Schwab may specify.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Withholding Taxes<\/strong><\/td>\n<\/td>\n\n

Shares will not be distributed unless you have made
\nacceptable arrangements to pay any applicable withholding taxes that may be due
\nas a result of the distribution. With Schwab153s consent, these arrangements may
\ninclude without limitation withholding Shares that otherwise would be
\ndistributed to you. In its sole discretion, Schwab may withhold the minimum
\nnumber of whole Shares, valued at the fair market value on the Vesting Date,
\nrequired to satisfy such applicable withholding taxes. Any residual amount of
\napplicable withholding taxes, i.e., amounts of less than the fair market value
\nof a Share, may be deducted from your pay. Notwithstanding the foregoing, any
\nwithholding taxes due prior to distribution of Shares (e.g., under section
\n3121(v)(2) of the Code) shall be automatically deducted from your pay, and you
\nmay not make any election as to how these withholding taxes are paid. If
\nwithholding taxes are due and you have terminated employment, applicable
\nwithholding taxes will be deducted from your Schwab brokerage account. You are
\nresponsible for having sufficient funds in your Schwab brokerage account to
\ncover these withholding taxes at the time they are due.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
No Stockholder Rights<\/strong><\/td>\n<\/td>\n\n

Your Restricted Stock Units carry no voting or other
\nstockholder rights. You have no rights as a Schwab stockholder until your
\nRestricted Stock Units are settled by issuing Shares.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Contribution of Par<\/strong><\/p>\n

Value<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

On your behalf, Schwab will contribute to its capital an
\namount equal to the par value of the Shares issued to you.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Dividend Equivalent<\/strong><\/p>\n

Rights<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If Schwab pays cash dividends on Shares, you will receive
\ncash equal to the dividend per Share multiplied by the number of unvested
\nRestricted Stock Units. Each such payment shall be made as soon as practicable
\nfollowing the payment of the actual dividend, but in no event beyond March
\n15th<\/sup> of the year following the year the actual dividend is paid.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

No Right to Remain<\/strong><\/p>\n

Employee<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Nothing in this Agreement will be construed as giving you the
\nright to be retained as an employee, contingent worker or director of Schwab and
\nits subsidiaries for any specific duration or at all.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Limitation on<\/strong><\/p>\n

Payments<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

If a payment from the Plan would constitute an excess
\nparachute payment under 280G of the Code or if there have been certain
\nsecurities law violations, then your award may be reduced or forfeited and you
\nmay be required to disgorge any profit that you have realized from your award.\n<\/p>\n

If a disqualified individual receives a payment or transfer
\nunder the Plan that would constitute an excess parachute payment under 280G of
\nthe Code, such payment will be reduced, as described below. Generally, someone
\nis a “disqualified individual<\/u><\/em>” if he or she is (a) an officer of
\nSchwab, (b) a member of the group consisting of the highest paid 1% of the
\nemployees of Schwab or, if less, the highest paid 250 employees of Schwab, or
\n(c) a 1% stockholder of Schwab. For purposes of the section on “Limitation on
\nPayments,” the term “Schwab<\/u><\/em>” will include affiliated
\ncorporations to the extent determined by the independent auditors most recently
\nselected by the Schwab Board of Directors (the “Auditors<\/u><\/em>“) in
\naccordance with section 280G(d)(5) of the Code.<\/p>\n

In the event that the Auditors determine that any payment or
\ntransfer in the nature of compensation to or for your benefit, whether paid or
\npayable (or transferred or transferable) pursuant to the terms of the Plan or
\notherwise (a “Payment<\/em><\/u>“), would be nondeductible for federal
\nincome tax purposes because of the provisions concerning “excess parachute
\npayments” in section 280G of the Code, then the aggregate present value of all
\nPayments will be reduced (but not below zero) to the Reduced Amount; provided,
\nhowever, that the Compensation Committee may specify in writing that the award
\nwill not be so reduced and will not be subject to reduction under this section.\n<\/p>\n

For this purpose, the “Reduced Amount<\/u><\/em>” will
\nbe the amount, expressed as a present value, which maximizes the aggregate
\npresent value of the Payments without causing any Payment to be nondeductible by
\nSchwab because of section 280G of the Code.<\/p>\n

If the Auditors determine that any Payment would be
\nnondeductible because of section 280G of the Code, then Schwab will promptly
\ngive you notice to that effect and a copy of the detailed calculation of the
\nReduced Amount. The Auditors will determine which and how much of the Payments
\nwill be eliminated or reduced (such that the aggregate present value of the
\nPayments equals the Reduced<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Amount). Schwab will notify you promptly of the Auditor153s
\ndetermination. Present value will be determined in accordance with section
\n280G(d)(4) of the Code. The Auditors153 determinations will be binding upon you
\nand Schwab and will be made within 60 days of the date when a Payment becomes
\npayable or transferable.<\/p>\n

As a result of uncertainty in the application of section 280G
\nof the Code at the time of an initial determination by the Auditors, it is
\npossible that Payments will have been made by Schwab which should not have been
\nmade (an “Overpayment<\/u><\/em>“) or that additional Payments which will
\nnot have been made by Schwab could have been made (an
\n“Underpayment<\/u><\/em>“), consistent in each case with the calculation of
\nthe Reduced Amount. In the event that the Auditors, based upon the assertion of
\na deficiency by the Internal Revenue Service against you or Schwab which the
\nAuditors believe has a high probability of success, determine that an
\nOverpayment has been made, the amount of such Overpayment will be paid by you to
\nSchwab on demand, together with interest at the applicable federal rate provided
\nin section 7872(f)(2) of the Code. However, no amount will be payable by you to
\nSchwab if and to the extent that such payment would not reduce the amount which
\nis subject to taxation under section 4999 of the Code. In the event that the
\nAuditors determine that an Underpayment has occurred, such Underpayment will
\npromptly be paid or transferred by Schwab to or for your benefit, together with
\ninterest at the applicable federal rate provided in section 7872(f)(2) of the
\nCode, provided that no such Underpayment related to Shares distributable under
\nthis Agreement shall be paid beyond the deadline for making such payments under
\nsection 409A of the Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Claims Procedure<\/strong><\/td>\n<\/td>\n\n

You may file a claim for benefits under the Plan by following
\nthe procedures prescribed by Schwab. If your claim is denied, generally you will
\nreceive written or electronic notification of the denial within 90 days of the
\ndate on which you filed the claim. If special circumstances require more time to
\nmake a decision about your claim, you will receive notification of when you may
\nexpect a decision. You may appeal the denial by submitting to the Plan
\nAdministrator a written request for review within 30 days of receiving
\nnotification of the denial. Your request should include all facts upon which
\nyour appeal is based. Generally, the Plan Administrator will provide you with
\nwritten or electronic notification of its decision within 90 days after
\nreceiving the review request. If special<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

circumstances require more time to make a decision about your
\nrequest, you will
\nreceive notification of when you may expect a decision.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Plan Administration<\/strong><\/td>\n<\/td>\n\n

The Plan Administrator has discretionary authority to make
\nall determinations related to this award and to construe the terms of the Plan,
\nthe Notice of Restricted Stock Unit Award and this Agreement. The Plan
\nAdministrator153s determinations are conclusive and binding on all persons.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Adjustments<\/strong><\/td>\n<\/td>\n\n

In the event of a stock split, a stock dividend or a similar
\nchange in Schwab stock, the number of Restricted Stock Units that remain subject
\nto forfeiture will be adjusted accordingly.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Severability<\/strong><\/td>\n<\/td>\n\n

In the event that any provision of this Agreement is held
\ninvalid or unenforceable, the provision will be severable from, and such
\ninvalidity or unenforceability will not be construed to have any effect on, the
\nremaining provisions of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Applicable Law<\/strong><\/td>\n<\/td>\n\n

This Agreement will be interpreted and enforced under the
\nlaws of the State of Delaware (without regard to their choice-of-law
\nprovisions), as such laws are applied to contracts entered into and performed in
\nDelaware.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

The Plan and Other<\/strong><\/p>\n

Agreements<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The text of the Plan is incorporated in this Agreement by
\nreference. This Agreement, the Notice of Restricted Stock Unit Award and the
\nPlan constitute the entire understanding between you and Schwab regarding this
\naward. Any prior agreements, commitments or negotiations concerning this award
\nare superseded. This Agreement may be amended only by another written agreement,
\nsigned by both parties and approved by the Compensation Committee. If there is
\nany inconsistency or conflict between any provision of this Agreement and the
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