{"id":40252,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-based-stock-incentive-plan-schwab.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-based-stock-incentive-plan-schwab","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-based-stock-incentive-plan-schwab.html","title":{"rendered":"Performance-based Stock Incentive Plan – Schwab"},"content":{"rendered":"

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

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

(PERFORMANCE-BASED VESTING) <\/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\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<\/strong><\/p>\n

Restricted 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 and certification of the
\nPerformance Goal by Schwab153s Compensation Committee, this award vests on the
\nfollowing Vesting Dates, subject to the restrictions below:<\/p>\n<\/td>\n<\/tr>\n

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

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

The number of Restricted Stock Units indicated will vest only
\nif Schwab153s Compensation Committee certifies that as of the Vesting Date next to
\nthe number of Restricted Stock Units, Schwab has satisfied the Performance Goal
\nfor the applicable one-year period [insert performance period] ending prior to
\nsuch Vesting Date. The Performance Goal shall be: [insert the performance goal
\nfor each one-year period.]<\/p>\n

If the Performance Goal is not met for any one-year period,
\nyou will have a second opportunity to vest in the unvested portion of the award
\nif [insert the performance goal for the four-year period.]<\/p>\n

Except as otherwise provided in the Restricted Stock Unit
\nAgreement, if the Performance Goals noted above are not met, any unvested
\nportion of the award will be forfeited<\/p>\n<\/p>\n

\n

automatically and permanently on [insert date of second
\nchance for vesting] or the date established by the Compensation Committee.<\/p>\n

Any vested Restricted Stock Units will be paid in shares of
\nCommon Stock of The Charles Schwab Corporation (“Shares<\/em>“) as soon as
\nadministratively possible after vesting, but in no event beyond
\nMarch 15th<\/sup> of the year following the year of vesting.<\/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 the Restricted Stock Unit Agreement and in the
\nPlan, and you have no right whatsoever to change or negotiate such terms and
\nconditions.<\/p>\n<\/p>\n

2<\/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

(PERFORMANCE-BASED VESTING) <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Payment for<\/strong><\/p>\n

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

<\/td>\n\n

No payment is required for the Restricted Stock Units that
\nyou are receiving. Restricted Stock Units are an unfunded and unsecured
\nobligation 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, this award
\nbecomes vested as described in the Notice of Restricted Stock Unit Award, of
\nwhich this Restricted Stock Unit Agreement is a part. Unvested units will be
\nconsidered “Restricted Stock Units<\/em>.<\/u>” If your service terminates
\nfor any reason, then your Restricted Stock Units will automatically and
\npermanently be forfeited to the extent that they have not vested before the
\ntermination date and will not vest as a result of the termination, unless
\notherwise noted below. This means that the Restricted Stock Units will
\nimmediately revert to Schwab. You will receive no payment for Restricted Stock
\nUnits that are forfeited. Schwab determines when your service terminates for
\nthis purpose. For all purposes of this Agreement, “service<\/em><\/u>”
\nmeans continuous employment as a common-law employee of Schwab or a parent
\ncompany or subsidiary of Schwab, and “subsidiary<\/em><\/u>” means a
\nsubsidiary corporation as defined in section 424(f) of the Internal Revenue Code
\nof 1986, as amended (the “Code<\/em><\/u>“).<\/p>\n<\/td>\n<\/tr>\n

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

Accelerated<\/strong><\/p>\n

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

<\/td>\n\n

This award, to the extent not already forfeited, will become
\nfully vested if your service terminates on account of your death or disability.
\nIf, prior to the date your service terminates, Schwab is subject to a
\n“change in control<\/em><\/u>” (as defined in the Plan document), this
\naward, to the extent not already forfeited, will become fully vested as of the
\ndate that the change in control occurs.<\/p>\n<\/td>\n<\/tr>\n

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

Continued<\/strong><\/p>\n

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

<\/td>\n\n

If your service terminates on account of your retirement and
\nyour retirement occurs at least two years after the Grant Date indicated in the
\nNotice of Restricted Stock Unit Award, you will be treated as in service in good
\nstanding for purposes of determining further vesting of the award.<\/p>\n

If you are entitled to severance benefits under The Charles
\nSchwab Severance Pay Plan (or any successor plan), then you may be treated as in
\nservice in good standing during your Severance Period for purposes of
\ndetermining further vesting of the award under the terms of that plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Definition of Fair Market Value<\/strong><\/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 Stock Exchange on the
\napplicable determination date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Definition of Disability<\/strong><\/td>\n<\/td>\n\n

For all purposes of this Agreement,
\n“disability<\/em><\/u>” means that you have a disability such that you have
\nbeen determined to be eligible for benefits under Schwab153s long-term disability
\nplan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Definition of Retirement<\/strong><\/td>\n<\/td>\n\n

If you are an employee of Schwab and its subsidiaries,
\n“retirement<\/em><\/u>” means termination of service for any reason other
\nthan death at any time after you attain age 55, but only if, at the time of your
\ntermination, you have been credited with at least 10 years of service.<\/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

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

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

<\/td>\n\n

Restricted Stock Units that vest will be paid in shares of
\nCommon Stock of The Charles Schwab Corporation (“Shares<\/em>“) as soon as
\nadministratively possible following vesting, but in no event beyond March
\n15th<\/sup> of the year following the year of vesting.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
Restrictions on Restricted Stock Units<\/strong><\/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<\/strong><\/p>\n

Shares After<\/strong><\/p>\n

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

<\/td>\n\n

In the event of your death prior to the date your service
\nterminates, your Shares will be delivered to your beneficiary or beneficiaries.
\nYou may designate one or more beneficiaries by filing a beneficiary designation
\nform. You may change your beneficiary designation by filing a new form with
\nSchwab at any time prior to your death. If you do not designate a beneficiary or
\nif your designated beneficiary predeceases you, then, your Shares will be
\ndelivered to your estate. The Compensation Committee, in its sole discretion,
\nwill determine the form and time of the distribution of Shares to your estate.
\nIn no<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n<\/p>\n

\n\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

event will the payment be made beyond March 15th<\/sup>
\nof the year following the year of
\ndeath.<\/p>\n<\/td>\n<\/tr>\n

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

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

Resale<\/strong><\/p>\n<\/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 long as your service continues
\nand for such period of time after the termination of your service as Schwab may
\nspecify.<\/p>\n<\/td>\n<\/tr>\n

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

Withholding<\/strong><\/p>\n

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

<\/td>\n\n

The Restricted Stock Units will not be paid in Shares unless
\nyou have made acceptable arrangements to pay any applicable withholding of
\nincome and employment taxes that may be due as a result of this award. With
\nSchwab153s consent, these arrangements may include without limitation withholding
\nShares that otherwise would be issued to you when this award vests. In its sole
\ndiscretion, Schwab may withhold the minimum number of whole Shares, valued at
\nthe fair market value on the Vesting Date, required to satisfy such applicable
\nwithholding taxes. Any residual amount of applicable withholding taxes, i.e.,
\namounts of less than the fair market value of a Share, may be deducted from your
\npay. If withholding 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 the withholding taxes at the time they are due.<\/p>\n<\/td>\n<\/tr>\n

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

No<\/strong><\/p>\n

Stockholder<\/strong><\/p>\n

Rights<\/strong><\/p>\n<\/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 units
\nare settled by issuing Shares.<\/p>\n<\/td>\n<\/tr>\n

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

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

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

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

<\/td>\n\n

If Schwab pays cash dividends on Shares, each Restricted
\nStock Unit will accrue a dividend equivalent equal to the cash dividend paid per
\nShare, subject to the same vesting and forfeiture provisions as the associated
\nRestricted Stock Units, to be paid in cash without interest at the time the
\nassociated Restricted Stock Units vest and Shares are released. In no event will
\nthe accumulated dividend equivalent be paid beyond March 15th<\/sup> of the
\nyear following the year in which the associated Restricted Stock Units vest.\n<\/p>\n<\/td>\n<\/tr>\n

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

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

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

5<\/p>\n<\/p>\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 section 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<\/em><\/u>” 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<\/em><\/u>“) 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”), would be nondeductible for federal income tax purposes
\nbecause of the provisions concerning “excess parachute payments” in section 280G
\nof the Code, then the aggregate present value of all Payments will be reduced
\n(but not below zero) to the Reduced Amount; provided, however, that the
\nCompensation Committee may specify in writing that the award will not be so
\nreduced and will not be subject to reduction under this section.<\/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. You may then elect, in your discretion, which and how much of
\nthe Payments will be eliminated or reduced (as long as after such election, the
\naggregate present value of the Payments equals the Reduced Amount). You will
\nadvise Schwab in writing of your election within 10 days of receipt of the
\nnotice.<\/p>\n

If you do not make such an election within the 10-day period,
\nthen Schwab may elect which and how much of the Payments will be eliminated or
\nreduced (as long as after such election the aggregate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n<\/p>\n

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

present value of the Payments equals the Reduced Amount).
\nSchwab will notify you promptly of its election. Present value will be
\ndetermined in accordance with section 280G(d)(4) of the Code. The Auditors153
\ndeterminations will be binding upon you and Schwab and will be made within 60
\ndays of the date when a Payment becomes payable or transferable.<\/p>\n

As promptly as practicable following these determination and
\nelections, Schwab will pay or transfer to or for your benefit such amounts as
\nare then due to you under the Plan, and will promptly pay or transfer to or for
\nyour benefit in the future such amounts as become due to you under the Plan.\n<\/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<\/em><\/u>“) 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.<\/p>\n

Notwithstanding the foregoing, in no event will a payment be
\nmade under this Section beyond March 15th<\/sup> of the year following the
\nyear in which the amount ceases to be subject to a substantial risk of
\nforfeiture.<\/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<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n<\/p>\n

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

Administrator will provide you with written or electronic
\nnotification of its decision within 90 days after receiving the review request.
\nIf special circumstances require more time to make a decision about your
\nrequest, you will receive notification of when you may expect a decision.<\/p>\n<\/td>\n<\/tr>\n

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

Plan<\/strong><\/p>\n

Administration<\/strong><\/p>\n<\/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 shall 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<\/strong><\/p>\n

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
\nPlan, the terms of the Plan will control.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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