{"id":40331,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restated-stock-incentive-plan-schwab.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restated-stock-incentive-plan-schwab","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restated-stock-incentive-plan-schwab.html","title":{"rendered":"Restated Stock Incentive Plan – Schwab"},"content":{"rendered":"

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

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

(Adopted by the Board on March 10, 2004) <\/strong>\n<\/p>\n<\/p>\n

(Approved by Stockholders on May 17, 2004) <\/strong>\n<\/p>\n<\/p>\n

(Amended by the Board on March 14, 2007) <\/strong>\n<\/p>\n<\/p>\n

(Amendment Approved by Stockholders on May 17, 2007)
\n<\/strong><\/p>\n<\/p>\n

(Amended and Restated December 12, 2007) <\/strong>\n<\/p>\n<\/p>\n

(Amended and Restated December 10, 2009) <\/strong>\n<\/p>\n<\/p>\n<\/p>\n

TABLE OF CONTENTS <\/u><\/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\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<\/tr>\n
<\/td>\n<\/td>\n\n

Page<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 1. ESTABLISHMENT AND PURPOSE<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 2. ADMINISTRATION<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

(a) Committee Composition<\/em><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Committee Administration<\/em><\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 3. PARTICIPANTS<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

(a) General Rule<\/em><\/p>\n<\/td>\n

<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Non-Employee Directors<\/em><\/p>\n<\/td>\n

<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 4. STOCK SUBJECT<\/strong> TO PLAN<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

(a) Basic Limitation<\/em><\/p>\n<\/td>\n

<\/td>\n\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Share Usage<\/em><\/p>\n<\/td>\n

<\/td>\n\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

(c) Participant Limits<\/em><\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

(d) Adjustments<\/em><\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 5. AWARDS<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

(a) General<\/em><\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Stock Options<\/em><\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

(c) Stock Appreciation Rights<\/em><\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

(d) Restricted Stock and Restricted Stock Units<\/em><\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

(e) Performance Stock<\/em><\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

(f) Other Stock or Cash Awards<\/em><\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

\n

(g) Performance Goals<\/em><\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 6. ADJUSTMENT OF SHARES<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

(a) Adjustments<\/em><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Corporate Transactions<\/em><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

(c) Substitution and Assumption of Benefits<\/em><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

(d) Reservation of Rights<\/em><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 7. TERMS OF AWARDS<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

(a) Transferability<\/em><\/p>\n<\/td>\n

<\/td>\n\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

(b) Change in Control<\/em><\/p>\n<\/td>\n

<\/td>\n\n

7<\/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
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(c) Taxes<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

(d) Effective Date, Amendment and Termination<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

(e) Fair Market Value<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

(f) Dividend Equivalents<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

(g) Other Provisions<\/em><\/p>\n<\/td>\n

<\/td>\n\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

(h) Non-U.S. Employees<\/em><\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

(i) Governing Law<\/em><\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 8. PAYMENT OF DIRECTORS153 FEES DEFERRALS IN
\nSECURITIES<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 9. DEFERRAL OF AWARDS<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

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

SECTION 10. DEFINED TERMS<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

10<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

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

SECTION 1. ESTABLISHMENT AND PURPOSE. <\/strong><\/p>\n<\/p>\n

The Plan was adopted by the Board of Directors on March 10, 2004, subject to
\nstockholder approval, which was obtained on May 17, 2004 (the “Effective
\nDate<\/u>“).<\/em> The purposes of The Charles Schwab Corporation 2004 Stock
\nIncentive Plan (the “Plan<\/u>“) are to promote the long-term success of The
\nCharles Schwab Corporation (“Schwab<\/u>” or the “Company<\/u>“) and the
\ncreation of incremental stockholder value by (i) encouraging non-employee
\ndirectors, employees and consultants to focus on long-range objectives, (ii)
\nencouraging the attraction and retention of non-employee directors, employees
\nand consultants with exceptional qualifications and (iii) linking non-employee
\ndirectors, employees and consultants directly to stockholder interests by
\nproviding them stock options and other stock and cash incentives.<\/p>\n<\/p>\n

This Plan is a successor to The Charles Schwab Corporation 2001 Stock
\nIncentive Plan, The Charles Schwab Corporation 1992 Stock Incentive Plan and The
\nCharles Schwab Corporation Employee Stock Incentive Plan (the “Prior
\nPlans<\/u>“). As of the Effective Date, no further awards shall be made under the
\nPrior Plans. However, unless a contrary rule is stated, the provisions of the
\nPrior Plans shall continue to apply to awards granted to a participant under the
\nPrior Plans prior to the Effective Date. In the event that this Plan is not
\napproved by stockholders, awards shall continue to be made under the Prior Plans
\nin accordance with their terms.<\/p>\n<\/p>\n

SECTION 2. ADMINISTRATION. <\/strong><\/p>\n<\/p>\n

(a) Committee Composition<\/em>. The Plan will be administered by a
\nCommittee (the “Committee<\/u>“) of the Schwab Board of Directors (the
\n“Board<\/u>“) consisting of two or more directors as the Board may designate
\nfrom time to time. The composition of the Committee shall satisfy such
\nrequirements as:<\/p>\n<\/p>\n

(i) the Securities and Exchange Commission may establish for administrators
\nacting under plans intended to qualify for exemption under Rule 16b-3 or its
\nsuccessor under the Securities Exchange Act of 1934 (the “Exchange
\nAct<\/u>“);<\/p>\n<\/p>\n

(ii) may be established by the stock exchange or stock market on which
\nSchwab153s common stock may be listed pursuant to the rule-making authority of
\nsuch stock exchange or stock market; and<\/p>\n<\/p>\n

(iii) the Internal Revenue Service may establish for outside directors acting
\nunder plans intended to qualify for exemption under section 162(m) of the
\nInternal Revenue Code of 1986, as amended (the “Code<\/u>“).<\/p>\n<\/p>\n

(b) Committee Administration.<\/em> The Committee shall have discretionary
\nauthority to construe and interpret the Plan and any benefits granted under the
\nPlan, to establish, interpret and amend rules for Plan administration, to change
\nthe terms and conditions of options and other benefits at or after grant, and to
\nmake all other determinations which it deems necessary or advisable for the
\nadministration of the Plan. The determinations of the Committee shall be made in
\naccordance with its judgment as to the best interests of Schwab and its
\nstockholders and in accordance with the purposes of the Plan, and shall be final
\nand conclusive on all persons. A majority of the members of the Committee shall
\nconstitute a quorum, and all determinations of the Committee shall be made by a
\nmajority of its members in person or by telephone. Any determination of the
\nCommittee under the Plan may be made without notice or meeting of the Committee,
\nin writing signed by all the Committee members. The Committee may authorize one
\nor more officers of the Company to select employees to participate in the Plan
\nand to determine the number of option shares and other rights to be granted to
\nsuch participants, except with respect to awards to officers subject to section
\n16 of the Exchange Act or officers who are or may become “covered employees”
\nwithin the meaning of section 162(m) of the Code (“Covered Employees<\/u>“)
\nand any reference in the Plan to the Committee shall include such officer or
\nofficers. Subject to the requirements of applicable law, the Committee may also
\nauthorize one or more officers of the Company to administer claims under the
\nPlan. No member of the Committee<\/p>\n<\/p>\n

1<\/p>\n

\n

shall be liable for any action that such member has taken or failed to take
\nin good faith with respect to the Plan or any award under the Plan.<\/p>\n<\/p>\n

SECTION 3. PARTICIPANTS. <\/strong><\/p>\n<\/p>\n

(a) General Rule<\/em>. Participants may consist of all employees and
\nconsultants of Schwab and its subsidiaries, non-employee directors of the Board
\nof Directors of Schwab (“Non-Employee Directors<\/u>“) and non-employee
\ndirectors of any subsidiary as determined by the Committee. Any corporation or
\nother entity in which a 50% or greater interest is at the time directly or
\nindirectly owned by Schwab shall be a subsidiary for purposes of the Plan.
\nDesignation of a participant in any year shall not require the Committee to
\ndesignate that person to receive a benefit in any other year or to receive the
\nsame type or amount of benefit as granted to the participant in any other year
\nor as granted to any other participant in any year. The Committee shall consider
\nall factors that it deems relevant in selecting participants and in determining
\nthe type and amount of their respective benefits.<\/p>\n<\/p>\n

(b) Non-Employee Directors<\/em>. In addition to any awards that may be
\ngranted to them under Section 3(a), each Non-Employee Director shall receive an
\nautomatic equity grant, subject to the terms of subparagraph (iv) below, as
\nfollows:<\/p>\n<\/p>\n

(i) For each calendar year for which he or she serves as a Non-Employee
\nDirector following the year in which the Non-Employee Director begins service,
\neach Non-Employee Director shall receive an equity grant with an aggregate value
\nequal to $125,000, consisting of 50 percent Stock Options and 50 percent
\nRestricted Stock Units covering shares of Schwab common stock. The number of
\nStock Options granted shall be determined by dividing $62,500 by the binomial
\nvalue of a share of Schwab common stock on the date of grant and the number of
\nRestricted Stock Units shall be determined by dividing $62,500 by the fair
\nmarket value (defined as the average of the high and low price) of a share of
\nSchwab common stock on the date of grant.<\/p>\n<\/p>\n

(ii) In the first calendar year upon joining the Board, each Non-Employee
\nDirector shall receive an automatic equity grant calculated in the manner
\nspecified in Section 3(b)(i), except that the value of the grant shall be equal
\nto $125,000 multiplied by the number of months remaining in the calendar year
\nduring which the Non-Employee Director will first serve as a Non-Employee
\nDirector divided by twelve.<\/p>\n<\/p>\n

(iii) The awards described in subparagraph (i) for a particular calendar year
\nwill be granted to each Non-Employee Director on the second business day
\nfollowing each regular annual meeting of the Company153s stockholders, provided
\nthat the Non-Employee Director continues to serve as a Non-Employee Director
\nthrough the date of such annual meeting. Otherwise, no award shall be granted
\nwith respect to such calendar year. The awards described in subparagraph (ii)
\nfor a particular calendar year will be granted to each Non-Employee Director
\neither (A) on the second business day following the regular annual meeting of
\nthe Company153s stockholders for the calendar year in which the Non-Employee
\nDirector is first appointed or elected to the Board, if the Non-Employee
\nDirector is elected or appointed to the Board on or before the date of such
\nannual meeting or (B) on the date of the first meeting of the Board following
\nthe date the Non-Employee Director is first appointed or elected to the Board,
\nif the Non-Employee Director is elected or appointed to the Board after the date
\nof the regular annual meeting of the Company153s stockholders.<\/p>\n<\/p>\n

(iv) Each stock option shall be subject to the following terms and
\nconditions:<\/p>\n<\/p>\n

(A) Each stock option shall be designated as a non-qualified stock option
\nthat is not intended to meet the specific requirements set forth in section 422
\nof the Code (“Nonqualified Stock Option<\/u>“);<\/p>\n<\/p>\n

(B) The term of each Nonqualified Stock Option shall be 10 years; provided,
\nhowever, that any unexercised Nonqualified Stock Option shall expire on the
\nearlier of (I) the date 10 years after the date of grant; or (II) three (3)
\nmonths following the date that the participant ceases to be a Non-Employee
\nDirector or an employee for any reason other than retirement (as defined in
\nsubparagraph (v), below) death or disability. If a participant ceases to be a
\nNon-Employee Director or employee on account of death or disability, any
\nunexercised<\/p>\n<\/p>\n

2<\/p>\n

\n

Nonqualified Stock Option shall expire on the earlier of the date 10 years
\nafter the date of grant or one year after the date of death or disability of
\nsuch director, and if a participant ceases to be a Non-Employee Director or
\nemployee on account of retirement, any unexercised Nonqualified Stock Option
\nshall expire on the earlier of the date 10 years after the date of grant or two
\nyears after the date of retirement of such Non-Employee Director; and<\/p>\n<\/p>\n

(C) The exercise price under each Nonqualified Stock Option shall be equal to
\nthe fair market value on the date of grant as determined by the Committee.<\/p>\n<\/p>\n

(v) The awards described in subparagraphs (i) and (ii) shall become vested
\nand exercisable in accordance with the following schedule<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Cumulative Vesting Percentage of Award<\/p>\n<\/td>\n<\/tr>\n

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

1st<\/sup> anniversary of grant date<\/p>\n<\/td>\n

<\/td>\n\n

25%<\/p>\n<\/td>\n<\/tr>\n

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

2nd<\/sup> anniversary of grant date<\/p>\n<\/td>\n

<\/td>\n\n

50%<\/p>\n<\/td>\n<\/tr>\n

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

3rd<\/sup> anniversary of grant date<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing, the awards described in subparagraphs (i) and
\n(ii) shall be fully vested on the Non-Employee Director153s death, disability (as
\nsuch term is defined in the applicable award agreement) or retirement from the
\nBoard. For purposes of this Section 3(b), “retirement” shall mean a Non-Employee
\nDirector153s resignation or removal from the Board at any time after he or she has
\neither attained age 70 or completed five years of service as a Non-Employee
\nDirector.<\/p>\n<\/p>\n

(vi) Each Restricted Stock Unit represents the right to receive a share of
\nSchwab common stock subject to the conditions set forth in the applicable award
\nagreement. If Schwab pays cash dividends on shares of Schwab common stock, each
\nRestricted Stock Unit shall receive a dividend equivalent payment equal to the
\ndividend paid per share of Schwab common stock multiplied by the number of
\nunvested Restricted Stock Units. Each such payment shall be made as soon as
\npracticable following the payment of the actual dividend, but in no event beyond
\nMarch 15th<\/sup> of the year following the year the actual dividend is
\npaid.<\/p>\n<\/p>\n

SECTION 4. STOCK SUBJECT TO PLAN. <\/strong><\/p>\n<\/p>\n

(a) Basic Limitation<\/em>. There is hereby reserved for issuance under
\nthe Plan an aggregate of:<\/p>\n<\/p>\n

(i) 45 million shares of Schwab common stock; plus<\/p>\n<\/p>\n

(ii) any shares of Schwab common stock subject to outstanding awards under
\nthe Prior Plans as of the Effective Date that on or after the Effective Date
\ncease for any reason to be subject to such awards (other than by reason of
\nexercise or settlement of the awards to the extent they are exercised for or
\nsettled in shares); plus<\/p>\n<\/p>\n

(iii) any shares of Schwab common stock that were issued under the Prior Plan
\nand are reacquired by Schwab after the Effective Date.<\/p>\n<\/p>\n

The aggregate maximum number of shares of Schwab common stock available under
\nsubparagraphs (ii) and (iii) is 150 million.<\/p>\n<\/p>\n

(b) Share Usage<\/em>. If there is a lapse, expiration, termination or
\ncancellation of any stock option issued under the Plan prior to the issuance of
\nshares under the Plan or if shares of common stock are issued under the Plan and
\nthereafter are reacquired by Schwab, the shares subject to those options and the
\nreacquired shares shall be added to the shares available for benefits under the
\nPlan. Shares covered by a benefit granted under the Plan or a Prior Plan shall
\nnot be counted as issued unless and until they are actually issued and<\/p>\n<\/p>\n

3<\/p>\n

\n

delivered to a participant. Any shares covered by a Stock Appreciation Right
\nshall be counted as issued only to the extent shares are actually issued to the
\nparticipant upon exercise of the right. In addition, any shares of common stock
\nexchanged by a participant as full or partial payment to Schwab of the exercise
\nprice under any Stock Option exercised under the Plan or a Prior Plan, any
\nshares retained by Schwab pursuant to a participant153s tax withholding election,
\nand any shares covered by a benefit which is settled in cash shall be added to
\nthe shares available for benefits under the Plan. All shares issued under the
\nPlan may be either authorized and unissued shares or issued shares reacquired by
\nSchwab.<\/p>\n<\/p>\n

(c) Participant Limits<\/em>. Under the Plan, no participant may receive
\nin any fiscal year:<\/p>\n<\/p>\n

(i) Stock Options or SARs relating to more than 5 million shares, or<\/p>\n<\/p>\n

(ii) Restricted Stock, Restricted Stock Units, Performance Stock or
\nPerformance Units that are subject to the attainment of Performance Criteria
\ndescribed in Section 5(g) relating to more than 1 million shares.<\/p>\n<\/p>\n

(d) Adjustments<\/em>. The shares reserved for issuance and the
\nlimitations set forth in this Section 4 shall be subject to adjustment in
\naccordance with Section 6.<\/p>\n<\/p>\n

SECTION 5. AWARDS. <\/strong><\/p>\n<\/p>\n

(a) General<\/em>. Benefits under the Plan shall consist of Stock Options,
\nStock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
\nStock, Performance Units, and Other Stock or Cash Awards, all as described
\nbelow.<\/p>\n<\/p>\n

(b) Stock Options<\/em>. Stock Options may be granted to participants at
\nany time as determined by the Committee. The Committee shall determine the
\nnumber of shares subject to each option and whether the option is an incentive
\nstock option described in section 422(b) of the Code (an “Incentive Stock
\nOption<\/u>“); provided that only a common-law employee shall be eligible for the
\ngrant of an Incentive Stock Option. The option price for each option shall be
\ndetermined by the Committee but shall not be less than 100% of the fair market
\nvalue of Schwab153s common stock on the date the option is granted. Each option
\nshall expire at such time as the Committee shall determine at the time of grant.
\nOptions shall be exercisable at such time and subject to such terms and
\nconditions as the Committee shall determine; provided, however, that no option
\nshall be exercisable later than the tenth anniversary of its grant. The option
\nprice, upon exercise of any option, shall be payable to Schwab in full by:<\/p>\n<\/p>\n

(i) cash payment or its equivalent;<\/p>\n<\/p>\n

(ii) surrendering, or attesting to the ownership of, shares of Schwab stock
\nthat are already owned by the participant provided that such action would not
\ncause Schwab to recognize compensation expense (or additional compensation
\nexpense) with respect to the option for financial reporting purposes;<\/p>\n<\/p>\n

(iii) delivery of a properly executed exercise notice, together with
\nirrevocable instructions to a broker to promptly deliver to Schwab the amount of
\nsale proceeds from the option shares or loan proceeds to pay the exercise price
\nand any withholding taxes due to Schwab; and<\/p>\n<\/p>\n

(iv) such other methods of payment as the Committee, at its discretion, deems
\nappropriate; provided, however, that no method of payment will be permitted if
\nit would result in a violation of applicable law, as determined by the Committee
\nin its sole discretion.<\/p>\n<\/p>\n

In no event shall the Committee cancel any outstanding Stock Option for the
\npurpose of reissuing the option to the participant at a lower exercise price or
\nreduce the option price of an outstanding option. A Stock Option agreement may
\nprovide that a new Stock Option will be granted automatically to the participant
\nwhen he or she exercises a prior Option and pays the exercise price in the form
\ndescribed in subparagraph (ii) above. The Committee may at any time (x) offer to
\nbuy out for a payment in cash or cash equivalents an Option previously granted
\nor (y) authorize a participant to elect to cash out an Option previously
\ngranted, in either case at such time and based upon such terms and conditions as
\nthe Committee shall establish.<\/p>\n<\/p>\n

4<\/p>\n

\n

(c) Stock Appreciation Rights<\/em>. Stock Appreciation Rights
\n(“SARs<\/u>“) may be granted to participants at any time as determined by the
\nCommittee. An SAR may be granted in tandem with a Stock Option granted under
\nthis Plan or on a free-standing basis. The Committee also may, in its
\ndiscretion, substitute SARs for outstanding Stock Options. The grant price of a
\ntandem or substitute SAR shall be equal to the option price of the related
\noption. The grant price of a free-standing SAR shall be equal to the fair market
\nvalue of Schwab153s common stock on the date of its grant. An SAR may be exercised
\nupon such terms and conditions and for such term as the Committee in its sole
\ndiscretion determines; provided, however, that the term shall not exceed the
\noption term in the case of a tandem or substitute SAR or ten years in the case
\nof a free-standing SAR and the terms and conditions applicable to a substitute
\nSAR shall be substantially the same as those applicable to the Stock Option
\nwhich it replaces. Upon exercise of an SAR, the participant shall be entitled to
\nreceive payment from Schwab in an amount determined by multiplying the excess of
\nthe fair market value of a share of Schwab common stock on the date of exercise
\nover the grant price of the SAR by the number of shares with respect to which
\nthe SAR is exercised. The payment may be made in cash or stock, at the
\ndiscretion of the Committee.<\/p>\n<\/p>\n

(d) Restricted Stock and Restricted Stock Units<\/em>. Restricted Stock
\nand Restricted Stock Units may be awarded or sold to participants under such
\nterms and conditions as shall be established by the Committee. Restricted Stock
\nand Restricted Stock Units shall be subject to such restrictions as the
\nCommittee determines, including, without limitation, any of the following (i) a
\nprohibition against sale, assignment, transfer, pledge, hypothecation or other
\nencumbrance for a specified period; or (ii) a requirement that the holder
\nforfeit (or in the case of shares or units sold to the participant resell to
\nSchwab at cost) such shares or units in the event of termination of employment
\nduring the period of restriction. All restrictions shall expire at such times as
\nthe Committee shall specify. Settlement of vested Restricted Stock Units may be
\nmade in the form of (a) cash, (b) shares or Schwab common stock or (c) any
\ncombination of both, as determined by the Committee. Restricted Stock Units may
\nbe settled in a lump sum or in installments. The distribution may occur or
\ncommence when all vesting conditions applicable to the Restricted Stock Units
\nhave been satisfied or have lapsed, or it may be deferred to any later date in
\naccordance with Section 9.<\/p>\n<\/p>\n

(e) Performance Stock<\/em>. The Committee shall designate the
\nparticipants to whom long-term performance stock (“Performance Stock<\/u>“) or
\nlong-term performance units (“Performance Units<\/u>“) are to be awarded and
\ndetermine the number of shares or units, the length of the performance period
\nand the other terms and conditions of each such award. Each award of Performance
\nStock or Performance Units shall entitle the participant to a payment in the
\nform of shares of common stock or cash (as provided in the award agreement) upon
\nthe attainment of performance goals and other terms and conditions specified by
\nthe Committee. Notwithstanding satisfaction of any performance goals, the number
\nof shares issued under Performance Stock or Performance Unit awards may be
\nadjusted by the Committee on the basis of such further consideration as the
\nCommittee in its sole discretion shall determine. However, the Committee may
\nnot, in any event, increase the number of shares or cash earned upon
\nsatisfaction of any performance goal by any participant who is a Covered
\nEmployee. The Committee may, in its discretion, make a cash payment equal to the
\nfair market value of shares of common stock otherwise required to be issued to a
\nparticipant pursuant to a Performance Stock award.<\/p>\n<\/p>\n

(f) Other Stock or Cash Awards<\/em>. In addition to the incentives
\ndescribed in subparagraphs (b) through (e) of this Section 5, the Committee may
\ngrant other incentives payable in cash or in common stock under the Plan as it
\ndetermines to be in the best interests of Schwab and subject to such other terms
\nand conditions as it deems appropriate.<\/p>\n<\/p>\n

(g) Performance Goals<\/em>. Awards of Restricted Stock, Restricted Stock
\nUnits, Performance Stock, Performance Units and Other Stock or Cash Awards under
\nthe Plan may be made subject to the attainment of performance goals for a
\nspecified period of time relating to one or more business criteria within the
\nmeaning of Section 162(m) of the Code, including, but not limited to, pre-tax
\nadjusted income; adjusted operating income; cash flow; stockholder return;
\nrevenue; revenue growth; return on net assets; net income; net new assets;
\nearnings per share; return on stockholders153 equity; or return on investment
\n(“Performance Criteria<\/u>“). Not later than the 90th day of such period, the
\nCommittee shall select the participants for such period and establish in writing
\n(i) the objective performance goals for each participant for that period based
\non one or more of the Performance Criteria, (ii) the specific award amounts that
\nwill be paid to each<\/p>\n<\/p>\n

5<\/p>\n

\n

participant if his or her performance goals are achieved, subject to the
\nper-participant limit described in Section 4(c)(ii), and (iii) the method by
\nwhich such amounts will be calculated. Any Performance Criteria may be used to
\nmeasure the performance of the Company as a whole or any business unit of the
\nCompany and may be measured relative to a peer group or index. The Committee may
\nnot in any event increase the amount of compensation payable to a Covered
\nEmployee upon the attainment of a performance goal. The Committee shall
\ndetermine and certify, for each participant, the extent to which the performance
\ngoals have been met and the amount of the award, if any, to be made.<\/p>\n<\/p>\n

SECTION 6. ADJUSTMENT OF SHARES. <\/strong><\/p>\n<\/p>\n

(a) Adjustments<\/em>. If Schwab shall at any time change the number of
\nissued shares of common stock by stock dividend, stock split, spin-off,
\nsplit-off, spin-out, recapitalization, merger, consolidation, reorganization,
\ncombination, or exchange of shares, then, in order to prevent unintended
\ndilution or enlargement of the benefits or potential benefits intended to be
\nmade available under the Plan, the Committee shall equitably adjust the total
\nnumber of shares reserved for issuance under the Plan, the maximum number of
\nshares that may be made subject to an award in any fiscal year, and the number
\nof shares covered by each outstanding award and the price therefor, if any. The
\nCommittee shall also adjust the terms and conditions of, and the criteria
\nincluded in, awards in recognition of unusual or nonrecurring events (including,
\nwithout limitation, the events described in the preceding sentence) affecting
\nthe Company or the financial statements of the Company or of changes in
\napplicable laws, regulations, or accounting principles, whenever the Committee
\ndetermines that such adjustments are needed to prevent unintended dilution or
\nenlargement of the benefits or potential benefits intended to be made available
\nunder the Plan. The determination of the Committee as to the foregoing
\nadjustments, if any, shall be conclusive and binding on all participants under
\nthe Plan.<\/p>\n<\/p>\n

(b) Corporate Transactions<\/em>. In the event that the Schwab is a party
\nto a merger or other reorganization, outstanding awards shall be subject to the
\nagreement of merger or reorganization. Such agreement shall provide for (i) the
\ncontinuation of the outstanding awards by Schwab, if Schwab is a surviving
\ncorporation, (ii) the assumption of the outstanding awards by the surviving
\ncorporation or its parent or subsidiary, (iii) the substitution by the surviving
\ncorporation or its parent or subsidiary of its own awards for the outstanding
\nawards under this Plan, (iv) full exercisability or vesting and accelerated
\nexpiration of the outstanding awards or (v) settlement of the full value of the
\noutstanding awards in cash or cash equivalents followed by cancellation of such
\nawards.<\/p>\n<\/p>\n

(c) Substitution and Assumption of Benefits<\/em>. Without affecting the
\nnumber of shares reserved or available hereunder the Board or the Committee may
\nauthorize the issuance of benefits under this Plan in connection with the
\nassumption of, or substitution for, outstanding benefits previously granted to
\nindividuals who become employees of Schwab or any subsidiary as a result of any
\nmerger, consolidation, acquisition of property or stock, or reorganization, upon
\nsuch terms and conditions as the Committee may deem appropriate.<\/p>\n<\/p>\n

(d) Reservation of Rights<\/em>. Except as provided in this Section 6, a
\nparticipant shall have no rights by reason of any subdivision or consolidation
\nof shares of stock of any class, the payment of any dividend or any other
\nincrease or decrease in the number of shares of stock of any class. Any issue by
\nSchwab of shares of stock of any class, or securities convertible into shares of
\nstock of any class, shall not affect, and no adjustment by reason thereof shall
\nbe made with respect to, the number, kind or exercise price of shares subject to
\na Stock Option or other award. The grant of an award pursuant to the Plan shall
\nnot affect in any way the right or power of the Company to make adjustments,
\nreclassifications, reorganizations or changes of its capital or business
\nstructure, to merge or consolidate or to dissolve, liquidate, sell or transfer
\nall or any part of its business or assets.<\/p>\n<\/p>\n

SECTION 7. TERMS OF AWARDS. <\/strong><\/p>\n<\/p>\n

(a) Transferability<\/em>. Except as otherwise determined by the Committee
\nin the case of benefits other than Incentive Stock Options or SARs granted in
\ntandem with Incentive Stock Options, each benefit granted under the Plan shall
\nnot be transferable otherwise than by will or the laws of descent and
\ndistribution and<\/p>\n<\/p>\n

6<\/p>\n

\n

each Stock Option and SAR shall be exercisable during the participant153s
\nlifetime only by the participant or, in the event of disability, by the
\nparticipant153s personal representative. In the event of the death of a
\nparticipant, the exercise of any benefit or payment with respect to any benefit
\nshall be made only by or to the executor or administrator of the estate of the
\ndeceased participant or the person or persons to whom the deceased participant153s
\nrights under the benefit shall pass by will or the laws of descent and
\ndistribution.<\/p>\n<\/p>\n

(b) Change in Control<\/em>. The Committee (in its sole discretion) may
\ndetermine at the time of (or at any time after) the grant of an award, that upon
\na Change in Control of Schwab, that any outstanding Stock Option or SAR shall
\nbecome vested and exercisable; all restrictions on any Restricted Stock or
\nRestricted Stock Unit shall lapse; all performance goals shall be deemed
\nachieved at target levels and all other terms and conditions met; Performance
\nStock shall be delivered; a Performance Unit and Restricted Stock Unit shall be
\npaid out as promptly as practicable; and any Other Stock or Cash Award shall be
\ndelivered or paid; provided, however, that this Section 7(b) shall not apply to
\nawards pursuant to which a deferral election has been made in accordance with
\nSection 9. A “Change in Control<\/u>” shall mean the occurrence of any of the
\nfollowing events:<\/p>\n<\/p>\n

(i) Upon consummation of a reorganization, merger or consolidation (a
\n“Business Combination<\/u>“), in each case, unless, following such Business
\nCombination:<\/p>\n<\/p>\n

(A) the individuals and entities who were the beneficial owners,
\nrespectively, of the then outstanding shares of Common Stock of the Company (the
\n“Outstanding Common Stock<\/u>“) and the then outstanding voting securities of
\nthe Company entitled to vote generally in the election of directors (the
\n“Outstanding Voting Securities<\/u>“) immediately prior to such Business
\nCombination beneficially own, directly or indirectly, more than 50% of,
\nrespectively, the then outstanding shares of common stock and the combined
\nvoting power of the then outstanding voting securities entitled to vote
\ngenerally in the election of directors, as the case may be, of the corporation
\nresulting from such Business Combination (including, without limitation, a
\ncorporation which as a result of such transaction owns the Company either
\ndirectly or through one or more subsidiaries) in substantially the same
\nproportions as their ownership, immediately prior to such Business Combination,
\nof the Outstanding Common Stock and Outstanding Voting Securities, as the case
\nmay be; and<\/p>\n<\/p>\n

(B) no Person (as defined in subparagraph (iii) below) (excluding any
\ncorporation resulting from such Business Combination or any employee benefit
\nplan (or related trust) sponsored or maintained by the Company or such other
\ncorporation resulting from such Business Combination) beneficially owns,
\ndirectly or indirectly, 20% or more of, respectively, the then outstanding
\nshares of common stock of the corporation resulting from such Business
\nCombination or the combined voting power of the then outstanding voting
\nsecurities of such corporation, except to the extent that such ownership of
\nOutstanding Common Stock or Outstanding Voting Securities existed prior to the
\nBusiness Combination; and<\/p>\n<\/p>\n

(C) at least a majority of the members of the board of directors of the
\ncorporation resulting from such Business Combination were members of the Board
\nat the time of the execution of the initial agreement, or of the action of the
\nBoard, providing for such Business Combination; or<\/p>\n<\/p>\n

(ii) If individuals who, as of the Effective Date, constitute the Board (the
\n“Incumbent Board<\/u>“) cease for any reason to constitute at least a majority
\nof the Board; provided, however, that any individual becoming a director
\nsubsequent to the date hereof whose election, or nomination for election by the
\nCompany153s stockholders, was approved by a vote of at least a majority of the
\ndirectors then comprising the Incumbent Board shall be considered as though such
\nindividual were a member of the Incumbent Board, but excluding, for this
\npurpose, any such individual whose initial assumption of office occurs as a
\nresult of (A) an actual or threatened election contest with respect to the
\nelection or removal of directors; (B) an actual or threatened solicitation of
\nproxies or consents; or (C) any other actual or threatened action by, or on
\nbehalf of, any Person other than the Board; or<\/p>\n<\/p>\n

(iii) Upon the acquisition after the Effective Date by any individual, entity
\nor group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act
\n(a “Person<\/u>“) of beneficial ownership (within the meaning of Rule 13d-3
\npromulgated under the Exchange Act) of 20% or more of either<\/p>\n<\/p>\n

7<\/p>\n

\n

(A) the then Outstanding Common Stock or (B) the combined voting power of the
\nOutstanding Voting Securities; provided, however, that the following
\nacquisitions shall not be deemed to be covered by this subparagraph (iii): (x)
\nany acquisition of Outstanding Common Stock or Outstanding Voting Securities by
\nthe Company, (y) any acquisition of Outstanding Common Stock or Outstanding
\nVoting Securities by any employee benefit plan (or related trust) sponsored or
\nmaintained by the Company or (z) any acquisition of Outstanding Common Stock or
\nOutstanding Voting Securities by any corporation pursuant to a transaction which
\ncomplies with clauses (A), (B) and (C) of subparagraph (i) above; or<\/p>\n<\/p>\n

(iv) The consummation of the sale of all or substantially all of the assets
\nof the Company or approval by the stockholders of the Company of a complete
\nliquidation or dissolution of the Company.<\/p>\n<\/p>\n

(c) Taxes<\/em>. Schwab shall be entitled to withhold the amount of any
\ntax attributable to any amounts payable or shares deliverable under the Plan,
\nafter giving the person entitled to receive such payment or delivery notice and
\nSchwab may defer making payment or delivery as to any award, if any such tax is
\npayable until indemnified to its satisfaction. A participant may pay all or a
\nportion of Schwab153s minimum statutory withholding obligation arising in
\nconnection with the exercise of a Stock Option or SAR or the receipt or vesting
\nof shares hereunder by electing to have Schwab withhold shares of common stock
\nhaving a fair market value equal to such amount.<\/p>\n<\/p>\n

(d) Effective Date, Amendment and Termination<\/em>. The Plan is effective
\non the Effective Date and shall automatically terminate one day before the 10th
\nanniversary of the date on which the Board approved the Plan. The Board or the
\nCommittee may amend the Plan from time to time or terminate the Plan at any
\ntime. However, no such action shall reduce the amount of any existing award or
\nchange the terms and conditions thereof without the participant153s consent.
\nStockholder approval shall be obtained for any Plan amendment to the extent
\nnecessary and desirable to comply with applicable laws, regulations or rules.\n<\/p>\n<\/p>\n

(e) Fair Market Value<\/em>. The fair market value of a share of Schwab153s
\ncommon stock on a given determination date shall equal:<\/p>\n<\/p>\n

(i) The closing sales price of a share as reported on the NASDAQ Stock Market
\n(NASDAQ) on the applicable determination date (except in the case of a share of
\nrestricted stock, which shall be the average of the high and low price of a
\nshare as reported on NASDAQ on the applicable determination date), or<\/p>\n<\/p>\n

(ii) If no sales of shares are reported for such date, the mean between the
\nbid and asked price of a share on NASDAQ at the close of the market on such
\ndate, or<\/p>\n<\/p>\n

(iii) In the event that the method for determining fair market value
\ndescribed in clauses (i) and (ii) is not practicable, the fair market value of a
\nshare determined in accordance with any other reasonable method as the
\nCommittee, in its discretion, may deem equitable, or as required by applicable
\nlaw or regulation.<\/p>\n<\/p>\n

(f) Dividend Equivalents<\/em>. Any participant selected by the Committee,
\nin its sole discretion, may be granted dividend equivalents based on the
\ndividends declared on shares that are subject to any award, to be credited as of
\ndividend payment dates, during the period between the date the award is granted
\nand the date the award is exercised, vests or expires, as determined by the
\nCommittee. Such dividend equivalents shall be converted to cash or additional
\nshares by such formula and at such time and subject to such limitations as may
\nbe determined by the Committee. Notwithstanding the foregoing, no dividend
\nequivalents will be paid contingent on the exercise of a Stock Option or SAR.\n<\/p>\n<\/p>\n

(g) Other Provisions<\/em>. The award of any benefit under the Plan may
\nalso be subject to other provisions (whether or not applicable to the benefit
\nawarded to any other participant) as the Committee determines appropriate,
\nincluding provisions intended to comply with applicable securities laws and
\nstock exchange or stock market requirements, understandings or conditions as to
\nthe participant153s employment, requirements or inducements for continued
\nownership of common stock after exercise or vesting of benefits, forfeiture of
\nawards in the event of termination of employment shortly after exercise or
\nvesting, or breach of<\/p>\n<\/p>\n

8<\/p>\n

\n

noncompetition or confidentiality agreements following termination of
\nemployment, or provisions permitting the deferral of the receipt of a benefit
\nfor such period and upon such terms as the Committee shall determine.<\/p>\n<\/p>\n

(h) Non-U.S. Employees<\/em>. In the event any benefit under this Plan is
\ngranted to an employee who is employed or providing services outside the United
\nStates and who is not compensated from a payroll maintained in the United
\nStates, the Committee may, in its sole discretion, modify the provisions of the
\nPlan as they pertain to such individuals to comply with applicable law,
\nregulation or accounting rules.<\/p>\n<\/p>\n

(i) Governing Law<\/em>. The Plan and any actions taken in connection
\nherewith shall be governed by and construed in accordance with the laws of the
\nstate of Delaware (without regard to applicable Delaware principles of conflict
\nof laws).<\/p>\n<\/p>\n

SECTION 8. PAYMENT OF DIRECTORS153 FEES DEFERRALS IN SECURITIES.
\n<\/strong><\/p>\n<\/p>\n

In the event a Non-Employee Director elects pursuant to and in accordance
\nwith the terms of Schwab153s Directors153 Deferred Compensation Plan II (or any
\npredecessor or successor to such plan) to defer receipt of the payment of his or
\nher annual cash retainer from Schwab in the form of Restricted Stock Units,
\nNonqualified Stock Options, Restricted Stock, Other Stock Awards or a
\ncombination thereof, such Nonqualified Stock Options, Restricted Stock Units,
\nRestricted Stock, and Other Stock Awards shall be issued under this Plan. For
\npurposes of this Section 8, the term “Non-Employee Director” shall also include
\na non-employee director of any Subsidiary, if the Committee has approved
\nparticipation by such non-employee director in Schwab153s deferred compensation
\nplan for directors. The number of each such form of award to be granted to
\nNon-Employee Directors pursuant to this Section 8 in connection with a deferral
\nelection under the Directors153 Deferred Compensation Plan II (or any predecessor
\nor successor to such plan) shall be determined in accordance with the provisions
\nof that plan, but the terms of each such award shall be determined by the
\nCommittee or its delegate in accordance with the provisions of this Plan.<\/p>\n<\/p>\n

SECTION 9. DEFERRAL OF AWARDS. <\/strong><\/p>\n<\/p>\n

Subject to the requirements of section 409A of the Internal Revenue Code, the
\nCommittee (in its sole discretion) may permit or require a participant to have
\ncash or shares that otherwise would be paid to such participant as a result of
\nthe settlement of a restricted stock unit or performance unit award credited to
\na deferred compensation account established for such participant by the
\nCommittee as an entry on Schwab153s books. A deferred compensation account may be
\ncredited with interest or other forms of investment return, as determined by the
\nCommittee. A participant for whom such an account is established shall have no
\nrights other than those of a general creditor of Schwab. Such an account shall
\nrepresent an unfunded and unsecured obligation of Schwab and shall be subject to
\nthe terms and conditions of the applicable agreement between such participant
\nand Schwab. If the deferral or conversion of awards is permitted or required,
\nthe Committee (in its sole discretion) may, consistent with the requirements of
\nsection 409A of the Internal Revenue Code, establish rules, procedures and forms
\npertaining to such awards, including (without limitation) the settlement of
\ndeferred compensation accounts established under this Section 9 and such rules
\nand procedures shall be set forth in detail in the applicable stock award
\nagreement or other deferral agreement.<\/p>\n<\/p>\n

9<\/p>\n

\n

SECTION 10. DEFINED TERMS. <\/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\n\n\n\n\n\n\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<\/tr>\n
\n

“Board<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Business Combination<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

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

“Change in Control<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

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

“Code<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Committee<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Company<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Covered Employees<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Effective Date<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Exchange Act<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Incentive Stock Option<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

4<\/p>\n<\/td>\n<\/tr>\n

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

“Incumbent Board<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

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

“Non-Employee Directors<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

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

“Nonqualified Stock Option<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

2<\/p>\n<\/td>\n<\/tr>\n

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

“Outstanding Common Stock<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

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

“Outstanding Voting Securities<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

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

“Performance Criteria<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

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

“Performance Stock<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

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

“Performance Units<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

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

“Person<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

7<\/p>\n<\/td>\n<\/tr>\n

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

“Plan<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“Prior Plans<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

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

“SARs<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

5<\/p>\n<\/td>\n<\/tr>\n

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

“Schwab<\/u>“<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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