st<\/sup>
\nday of March, 1987, and the Amendment thereof made as of July 30, 1987, by and
\nbetween CL Acquisition Corporation, a Delaware corporation, The Charles Schwab
\nCorporation, a Delaware corporation, Charles Schwab & Co., Inc., a
\nCalifornia corporation, and Charles R. Schwab, an individual. For purposes of
\nthis restatement, the parties are referred to herein by their present names: The
\nCharles Schwab Corporation, formerly CL Acquisition (“CS Corp.”); Schwab
\nHoldings, Inc., formerly The Charles Schwab Corporation (“Holdings, Inc.”);
\nCharles Schwab & Co., Inc. (“Schwab, Inc.”); and Charles R. Schwab
\n(“Schwab”).<\/p>\n<\/p>\nThe parties hereby agree as follows:<\/p>\n<\/p>\n
1. Definitions<\/u>. In this Agreement:<\/p>\n<\/p>\n
a. “Name” means “Schwab” and each name and mark based thereon or derived
\ntherefrom including, without limitation, Schwab, C. Schwab, C.R. Schwab, Charles
\nSchwab, Charles R. Schwab, Chuck Schwab, Schwab One, Schwab Tech, CRS, and the
\ncorporate names The Charles Schwab Corporation and Charles Schwab & Co.,
\nInc.<\/p>\n<\/p>\n
b. “Likeness” means any photograph, portrait, drawing or other image or
\nlikeness of Schwab, however reproduced, and whether still, single, multiple or
\nmoving.<\/p>\n<\/p>\n
c. “Financial Services Business” means the business in which Schwab, Inc. is
\ncurrently engaged and any additional and related business in which CS Corp.,
\nHoldings, Inc. and\/or Schwab, Inc. are permitted to engage from time to time
\nduring the term of this Agreement under applicable statutes or by the rules,
\nregulations or orders of those regulatory agencies to which such entities are
\nfrom time to time subject.<\/p>\n<\/p>\n
d. “Permitted Assignees and Licensees” means persons and entitles who have
\nbeen assigned or licensed the right to use the Name and\/or Likeness as permitted
\nin Section 9 hereof.<\/p>\n<\/p>\n
e. “Employment Agreement” means that certain Employment Agreement of even
\ndate with the Assignment and License under the terms of which Schwab agrees to
\nperform certain services on behalf of CS Corp.<\/p>\n<\/p>\n
– 1 –<\/p>\n<\/p>\n
\nf. “Involuntary Termination,” “Cause” and “Voluntary Termination” will have
\nthe same meaning as “involuntary termination,” “cause,” and “voluntary
\ntermination,” respectively, in the Employment Agreement.<\/p>\n<\/p>\n
g. “Loan Agreement” means that certain “Loan Agreement dated as of March 31,
\n1987 between CS Corp. as Borrower, The Banks herein named as the Banks, and
\nSecurity Pacific National Bank, as the Agent.”<\/p>\n<\/p>\n
h. “Obligations,” “Bank,” “Agents,” “Loan Documents” will all have the same
\nmeaning as in the Loan Agreement.<\/p>\n<\/p>\n
i. “Restricted Period” means that period beginning with the date of the
\nAssignment and License and ending on the earlier of (i) eight years from the
\ndate of the Assignment and License and (ii) the first date when all Obligations
\nare fully paid.<\/p>\n<\/p>\n
2. Assignment and License Back<\/u>. Schwab hereby assigns to CS Corp. all
\nservice mark, trademark and trade name rights in and to the Name and Likeness as
\ndefined below as well as all good will associated therewith. CS Corp. hereby
\ngrants back to Schwab the perpetual, unrestricted, ongoing, exclusive,
\nirrevocable license to use the Name and Likeness throughout the world for
\nactivities other than the Financial Services Business.<\/p>\n<\/p>\n
3. Reversion<\/u>. In the event CS Corp. and all Permitted Assignees and
\nLicensees shall all cease using the Name while Schwab still lives, all rights
\ngranted to CS Corp. with respect thereto shall revert to Schwab without further
\nact or deed. In the event CS Corp. and all Permitted Assignees and Licensees
\nshall all cease using the Likeness while Schwab still lives, all rights granted
\nto CS Corp. with respect thereto shall revert to Schwab without further act or
\ndeed.<\/p>\n<\/p>\n
4. Representations by Schwab<\/u>. Schwab represents that, except as
\nprovided in this Agreement, no person or organization is authorized, permitted
\nor licensed by Schwab to use the Name and\/or the Likeness in conjunction with
\nany Financial Services Business, and Schwab agrees that he will not directly,
\nnor indirectly through any other person or organization, use the Name and\/or
\nLikeness in conjunction with any such business or authorize, permit, or license
\nany other party to use the Name or the Likeness in conjunction with any such
\nbusiness, other than as permitted by Section 5 hereof.<\/p>\n<\/p>\n
5. Employment; Payment; Expansion of License<\/u>.<\/p>\n<\/p>\n
5.1 As used in this Section 5:<\/p>\n<\/p>\n
a. “Purchase Payment” means three-tenths of one percent (0.3%) of the
\nPurchase Payment Base.<\/p>\n<\/p>\n
b. “Purchase Payment Base” means the sum of the Net Revenues of all of the
\nIncluded Users.<\/p>\n<\/p>\n
– 2 –<\/p>\n<\/p>\n
\nc. “Net Revenues” of an Included User means the Gross Revenues of that
\nIncluded User minus the Operating Interest Expense of that Included User, in
\neach case during the Payment Period.<\/p>\n<\/p>\n
d. “Gross Revenues” of an Included User means the gross revenues of that
\nIncluded User during the Payment Period, determined in accordance with generally
\naccepted accounting principles, and, to the extent permitted by such principles
\nin consolidated financial statements of that Included User, shall include the
\ngross revenues of all subsidiaries and affiliates of that Included User during
\nthe Payment Period, but excluding nonetheless from the gross revenues of that
\nIncluded User and its subsidiaries and affiliates all gross revenues (i) that
\nwould otherwise be included more than once in the Purchase Payment Base,
\n(ii) received from other Included Users, or (iii) received from subsidiaries and
\naffiliates of other Included Users.<\/p>\n<\/p>\n
e. “Operating Interest Expense” of an Included User means the operating
\ninterest expense of that Included User during the Payment Period, determined in
\naccordance with generally accepted accounting principles and, to the extent
\npermitted by such principles in consolidated financial statements of that
\nIncluded User, shall include the operating interest expense of all subsidiaries
\nand affiliates of the Included User during the Payment Period, but excluding
\nnonetheless from the operating interest expense of that Included User and its
\nsubsidiaries and affiliates all operating interest expense that would otherwise
\nbe deducted more than once in calculating the Purchase Payment Base.<\/p>\n<\/p>\n
f. “Included Users” means CS Corp. and all Permitted Assignees and Licensees
\nexcept Banks and Agent.<\/p>\n<\/p>\n
g. The “Payment Period” begins on the first day of the month following the
\ntermination of Schwab153s employment by CS Corp., whether during or after the
\nRestricted Period and regardless of the reason for such termination, unless
\n(x) immediately prior to such termination Schwab and CS Corp. are parties to an
\nemployment agreement whose term extends beyond the date of termination, (y) that
\nemployment agreement requires CS Corp. to make a payment or payments in lieu of
\nsalary or other payments that would have been payable under the employment
\nagreement had Schwab continued to be employed beyond the date of termination,
\nand (z) CS Corp. makes such payment or payments or pays a mutually acceptable
\nsettlement in lieu thereof. If (x), (y) and (z) are all true, then the “Payment
\nPeriod” shall begin on the first day of the month following the end of the full
\nterm of the employment agreement, provided that if a written agreement between
\nCS Corp. and Schwab expressly provides that the payment(s) made or settlement
\npaid as contemplated by (z) is (are) in lieu of salary or other payments
\notherwise payable under the employment agreement for a term shorter than the
\nentire term of the employment agreement, then the “Payment Period” shall begin
\non the first day of the month following the end of such shorter term. The
\n“Payment Period” shall end on the earliest of (i) such time as CS Corp. and all
\nPermitted Assignees and Licensees shall no longer use the Name and\/or Likeness,
\n(ii) the day<\/p>\n<\/p>\n
– 3 –<\/p>\n<\/p>\n
\nbefore the fifteenth (15th) anniversary of the beginning of the Payment
\nPeriod, or (iii) a Disqualifying Event.<\/p>\n<\/p>\n
h. A “Disqualifying Event” would occur if at any time during the Restricted
\nPeriod, whether or not Schwab is still employed by CS Corp. and whether or not
\nany license granted by Section 5.4 has come into effect, Schwab should serve as
\na director of, render services to, invest in or otherwise engage in any business
\ncompetitive with any existing or contemplated business of CS Corp., Holdings,
\nInc. or Schwab, Inc., and fail to terminate such activity or investment within
\nsixty (60) days after demand by CS Corp. Despite the foregoing, a purely passive
\ninvestment will not constitute a basis for a Disqualifying Event if it is in
\n(i) publicly traded securities, provided that Schwab does not own beneficially
\nor of record more than five percent (5%) of any class of security or (ii) a
\nprofessionally managed venture capital fund, provided that Schwab does not
\nprovide more than five percent (5%) of the capital invested in any such fund.
\nThe determination of the Board of Directors of CS Corp. that an action or
\nactivity is or is not competitive shall be controlling on Schwab unless Schwab
\nobjects to such determination within thirty (30) days after the demand, in which
\ncase the determination shall be made by arbitration in accordance with
\nCalifornia Code of Civil Procedure, Sections 1280 et seq., and that
\ndetermination shall be binding upon the parties. Each party shall be entitled to
\ndiscovery. The sixty-day opportunity to cure will not be extended by any actual
\nor requested arbitration, so that if Schwab does not terminate the specified
\nactivity or investment within the sixty-day period and the arbitration
\nsubsequently determines that it was in fact competitive, Schwab will have no
\nfurther opportunity to cure. Both CS Corp. and Schwab will use their best
\nefforts to complete the arbitration before the end of the sixty-day period.<\/p>\n<\/p>\n
5.2 Subject to the provisions of Sections 5.6 and 5.7 below, and in
\nconsideration for the assignments made herein, CS Corp. agrees to pay the
\nPurchase Payment to Schwab, his executor, successor or assigns. The amount
\npayable shall be computed and paid on a calendar quarterly basis, commencing
\nwith the end of the first complete calendar quarter in the Payment Period. CS
\nCorp. agrees to keep (and to require each Included User to keep) accurate books
\nof account and records relating to its Net Revenues, and Schwab and his duly
\nauthorized representatives shall have the right at all reasonable hours of the
\nday to an examination and audit of such books of account and records and of all
\ndocuments and materials in the possession or under the control of Included Users
\nwith respect to Gross Revenues and Operating Interest Expense. Each book of
\naccount and record shall be kept available for at least two (2) years after all
\npayments are made with respect to the revenues and expenses reflected therein.\n<\/p>\n<\/p>\n
5.3. Despite anything in Section 5.2, payments to Schwab shall be limited as
\nfollows:<\/p>\n<\/p>\n
a. As used in this Section 5.3:<\/p>\n<\/p>\n
(i) The first day of the first calendar quarter during the Payment Period is
\nthe “Base Date.”<\/p>\n<\/p>\n
– 4 –<\/p>\n<\/p>\n
\n(ii) Each twelve month period which (x) begins on the Base Date or an
\nanniversary of the Base Date and (y) falls entirely within the Payment Period
\nwill be a “Payment Year.”<\/p>\n<\/p>\n
(iii) If the Payment Period begins on any date other than the first day of a
\ncalendar quarter, then the period beginning on the first day of the Payment
\nPeriod and ending the day before Base Date will be the “Initial Payment Period.”\n<\/p>\n<\/p>\n
(iv) If the Payment Period ends after the Base Date and on any date other
\nthan the day before an anniversary of the Base Date, then the period beginning
\non the last anniversary of the Base Date during the Payment Period and ending at
\nthe end of the Payment Period will be the “Final Payment Period.”<\/p>\n<\/p>\n
(v) “Consumer Price Index” means the Consumer Price Index for All Urban
\nConsumers for the San Francisco-Oakland-San Jose Metropolitan Area published by
\nthe Bureau of Labor Statistics, as it was constituted for the month of May 1987.
\nIf the Bureau of Labor Statistics should cease publication of the Consumer Price
\nIndex for all Urban Consumers for the San Francisco-Oakland-San Jose
\nMetropolitan Area or changes the basis on which it is constituted, then the
\nparties shall use the index then being published by the Bureau of Labor
\nStatistics or its successor agency which most closely approximates the original
\n“Consumer Price Index.”<\/p>\n<\/p>\n
b. Despite anything to the contrary in this Agreement, the amount payable to
\nSchwab pursuant to Section 5.2 of this Agreement with respect to any Initial
\nPayment Period shall not exceed two million dollars ($2,000,000) multiplied by
\ntwo fractions. The first fraction is the number of days in the Initial Payment
\nPeriod divided by three hundred sixty-five (365). The second fraction is the
\nConsumer Price Index for the calendar month preceding the Base Date divided by
\nthe Consumer Price Index for the same calendar month in 1987.<\/p>\n<\/p>\n
c. Despite anything to the contrary in this Agreement, the amount payable to
\nSchwab pursuant to Section 5.2 of the Agreement with respect to any Payment Year
\nshall not exceed two million dollars ($2,000,000) multiplied by a fraction, the
\nnumerator of which is the Consumer Price Index for the calendar month
\nimmediately preceding the first month in the Payment Year and the denominator of
\nwhich is the Consumer Price Index for the same calendar month in 1987.<\/p>\n<\/p>\n
d. Despite anything to the contrary in the Agreement, the amount payable to
\nSchwab pursuant to Section 5.2 of the Agreement with respect to any Final
\nPayment Period shall not exceed two million dollars ($2,000,000) multiplied by
\ntwo fractions. The first fraction is the number of days in the Final Payment
\nPeriod divided by three hundred sixty-five (365). The second fraction is the
\nConsumer Price Index for the calendar month preceding the beginning of the Final
\nPayment Period divided by the Consumer Price Index for the same calendar month
\nin 1987.<\/p>\n<\/p>\n
– 5 –<\/p>\n<\/p>\n
\ne. If b, c or d above requires the use of the Consumer Price Index for a
\nmonth for which it is not published, then the Consumer Price Index for the next
\npreceding month which is published shall be used.<\/p>\n<\/p>\n
5.4 Subject to the provisions of Section 5.6 below:<\/p>\n<\/p>\n
a. Effective immediately upon the termination of Schwab153s employment by CS
\nCorp., Schwab shall have, without further action on his part, a perpetual,
\nunrestricted, ongoing, non-exclusive, irrevocable license to use the Likeness
\nthroughout the world in the following part of the Financial Services Business:
\nthe sale, distribution, broadcast and promotion of books, videotapes, lectures,
\nradio programs and television programs.<\/p>\n<\/p>\n
b. At any time after termination of Schwab153s employment by CS Corp., Schwab
\nmay notify CS Corp. that Schwab proposes to engage in all or part of that
\nportion of the Financial Services Business commonly known as financial planning.
\nThe notice shall describe in summary form the financial planning products and
\nservices that Schwab expects will be offered by the business in which he
\nproposes to engage. CS Corp. promptly shall grant to Schwab an immediately
\neffective, perpetual, unrestricted, ongoing, non-exclusive, irrevocable license
\nto use the Likeness to engage in the financial planning business described
\nexcept that CS Corp. need not grant such a license to the extent that the
\nbusiness described would be in direct competition with any Financial Services
\nBusiness in which CS Corp. or any Permitted Assignee or Licensee is then engaged
\nor which CS Corp. or any Permitted Assignee or Licensee plans as of the date of
\nreceipt of Schwab153s notice to commence within three (3) months after receipt of
\nSchwab153s notice.<\/p>\n<\/p>\n
c. Commencing on the date that is two (2) years from the beginning of the
\nPayment Period, Schwab shall have a perpetual, unrestricted, ongoing,
\nnon-exclusive, irrevocable license to use the Likeness throughout the world in
\nthe Financial Services Business. This license will supersede any license
\npreviously granted pursuant to Section 5.4.b of this Agreement.<\/p>\n<\/p>\n
d. The licenses pursuant to this Section 5.4 may not be assigned or
\nsublicensed except that Schwab may grant sublicenses to use the Likeness in
\nconnection with the sale, distribution, broadcast and promotion, of goods,
\nservices and programs that Schwab personally plays a substantial role in
\ncreating.<\/p>\n<\/p>\n
5.5 It is the understanding and intent of the parties that when and if any
\nlicense granted in Section 5.4 of this Agreement comes into effect, Schwab then
\nmay engage in the business covered by the license and use his personal name,
\npersonal initials and personal nicknames in connection therewith without any
\nrestriction imposed by this Agreement except (i) the restrictions set forth in
\nSections 6.1, 6.2 and 7 of this Agreement and (ii) the possibility that the
\nPayment Period might prematurely terminate because engaging in such a business
\nmight constitute a Disqualifying Event. Further, the restriction described in
\n(ii) would terminate at the end of the Restricted Period.<\/p>\n<\/p>\n
– 6 –<\/p>\n<\/p>\n
\n5.6 Despite anything in Sections 5.2 and 5.4, if the termination of Schwab153s
\nemployment by CS Corp. is an Involuntary Termination for Cause during the
\nRestricted Period, or alternatively if such termination is a Voluntary
\nTermination during the Restricted Period, then Sections 5.2 and 5.4 shall be of
\nno further force or effect.<\/p>\n<\/p>\n
5.7 Despite anything in Section 5.2, if Banks or Agent should acquire legal
\nand beneficial ownership of the Name by virtue of foreclosing a security
\ninterest granted to them in the Loan Documents, then thereafter Section 5.2
\nshall be of no further force or effect. Further, if a third party other than
\nBanks or Agent should acquire legal and beneficial ownership of the Name by
\nvirtue of the foreclosure of the security interest granted to Banks and Agent in
\nthe Loan Documents and such foreclosure does not result in an immediate and
\ncomplete satisfaction of the Obligations, then the Payment Period shall exclude
\nall time elapsed between the date when that third party so acquires title and
\nthe first date when the Obligations are satisfied in full.<\/p>\n<\/p>\n
6. Schwab153s Use of the Name<\/u>.<\/p>\n<\/p>\n
6.1 Schwab may use all or part of his personal name, personal initials or
\npersonal nicknames in any manner not prohibited by this Agreement. Despite
\nanything to the contrary in this Agreement, however, but subject nevertheless to
\nthe provisions of Section 3 of this Agreement, in exercising that right and the
\nrights granted to Schwab in Sections 2 and 5.4 of this Agreement, Schwab may not
\n(i) use or authorize another to use the Name (including without limitation his
\npersonal name, personal initials or personal nicknames) as a service mark,
\ntrademark or trade name in the Financial Services Business or (ii) use or
\nauthorize another to use the Name or Likeness or both in a manner that causes
\nconfusion as to whether CS Corp. or any of the Permitted Assignees and Licensees
\nhas created, manufactured, endorsed, sold or otherwise been involved with any
\nproduct or service.<\/p>\n<\/p>\n
6.2 Further, Schwab may not refer or authorize another to refer to CS Corp.
\nor any of the Permitted Assignees and Licensees by name in any advertisement,
\npress release, interview or other written, spoken or visual material which is
\nintended to promote any product or service, without first obtaining the written
\nconsent of CS Corp. Cs Corp. shall not withhold any consent required by the
\nprevious sentence unless CS Corp. reasonably believes that the proposed
\nreference would be a breach of Section 6.1 of this Agreement or another term of
\nthe Agreement. Should Schwab request any such consent, Schwab shall provide CS
\nCorp. with all information that CS Corp. reasonably requests regarding the
\nproposed reference in order to determine whether or not such reference would be
\na breach of Section 6.1 of this Agreement or another term of the Agreement.<\/p>\n<\/p>\n
7. Quality of Goods and Services<\/u>. CS Corp. acknowledges that Schwab
\nhas, and Schwab acknowledges that CS Corp. intends to develop, the highest
\nquality reputation for the delivery of goods and services in the Financial
\nServices Business, and each agrees that the goods and services offered by it or
\nhim using the Name or Likeness<\/p>\n<\/p>\n
– 7 –<\/p>\n<\/p>\n
\nshall be of such quality as to be appropriate and suited to the protection
\nand enhancement of the Name and Likeness and the good will appurtenant thereto,
\nthat such goods and services will be manufactured, sold, distributed and
\nperformed in accordance with all Federal, state and local laws that are
\napplicable and material, and that the sale, distribution, provision of services,
\nand\/or exploration by it or him shall be of the highest standard and that the
\nsame shall in no manner reflect adversely upon the good name of the other or the
\nName and\/or Likeness. Further, CS Corp. agrees not to use any Likeness in
\nadvertising or as a mark while Schwab is alive without first obtaining Schwab153s
\napproval of his appearance in the Likeness, but such approval shall not be
\nunreasonably withheld.<\/p>\n<\/p>\n
8. Remedies<\/u>. CS Corp. and Schwab each acknowledge that the
\nmanufacture, sale or distribution of goods or the provision of services in
\nbreach of Section 7 of this Agreement would result in immediate and irreparable
\ndamage to the other. Each acknowledges and admits that there is no adequate
\nremedy at law for such manufacture, sale, distribution or provision and agrees
\nthat the other shall be entitled to equitable relief by way of temporary and
\npermanent injunctions, without bond, and such other further relief as any court
\nhaving jurisdiction shall deem just and proper. However, such relief may not
\ninclude an injunction or other prohibition against use of the Name and Likeness
\nthat is permitted by this agreement, a rescission of this Agreement or reversion
\nof the rights granted to either party herein.<\/p>\n<\/p>\n
9. Assignment<\/u>.<\/p>\n<\/p>\n
9.1 Subject to compliance with Section 9.2 below, CS Corp. may assign or
\nlicense any or all rights granted to it herein: (i) as security under the Loan
\nDocuments; (ii) to Holdings, Inc., to Schwab, Inc. and to subsidiaries and
\naffiliates of CS Corp., Holdings, Inc. and Schwab, Inc.; (iii) if Schwab gives
\nhis prior written consent or votes in favor of the assignment in his capacity as
\na director of CS Corp, Holdings, Inc. or Schwab, Inc., and (iv) after the death
\nof Schwab. In exercise of their rights under the Loan Documents, the Banks and
\nAgent may assign or license any and all rights assigned to them pursuant to the
\npreceding sentence.<\/p>\n<\/p>\n
9.2 All assignments to Banks or Agent must be made expressly subject to all
\nthe terms and conditions of this Agreement. In any other assignment or license
\npursuant to the other provisions of Section 9.1, all assignees and licensees
\nmust join in all covenants of CS Corp. hereunder and assume joint and several
\nliability for all obligations of CS Corp. hereunder, with such joinder and
\nassumption being made for the express and direct benefit of Schwab. No
\nassignment or license by CS Corp. shall relieve it of any of its obligations
\nhereunder.<\/p>\n<\/p>\n
9.3 Except for assignments and licenses that both (i) are permitted by
\nSection 9.1 and (ii) conform to the requirements of Section 9.2, neither CS
\nCorp. nor Permitted Assignees and Licensees may assign or license any rights
\ngranted to CS Corp.<\/p>\n<\/p>\n
– 8 –<\/p>\n<\/p>\n
\nherein, and any purported assignment or license of such rights that is not
\npermitted shall be null and void.<\/p>\n<\/p>\n
9.4 For purposes hereof “assignment” and “license” shall be construed in
\ntheir broadest sense and shall include any purported direct or indirect transfer
\nor other disposition, voluntary or involuntary, of any of such rights, including
\nwithout limitation, any distribution upon dissolution, any merger or other
\nreorganization to which CS Corp. or a Permitted Assignee or Licensee is a party
\nunless the shareholders of such entity immediately before the merger or other
\nreorganization retain the ability to elect a majority of the board of directors
\nimmediately after such merger or reorganization, any pledge or hypothecation of
\nany of such rights, or the imposition of any lien upon such rights which is not
\nfully and finally removed within 30 days following the date of such imposition,
\nbut does not include the sale of securities for cash or property.<\/p>\n<\/p>\n
10. Notices<\/u>. Any notice, demand or other communication to be given
\nhereunder by any party to another shall be in writing and delivered personally
\nor sent by certified mail, postage prepaid, as follows:<\/p>\n<\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n |
\n| \n CS CORP:<\/p>\n<\/td>\n | <\/td>\n | \n The Charles Schwab Corporation<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n 101 Montgomery Street<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n San Francisco, CA 94104<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n Attention: Lawrence J. Stupski, President<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n<\/tr>\n |
\n| \n SCHWAB:<\/p>\n<\/td>\n | <\/td>\n | \n Charles R. Schwab<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n c\/o Charles Schwab & Co., Inc.<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n 101 Montgomery Street<\/p>\n<\/td>\n<\/tr>\n |
\n| <\/td>\n | <\/td>\n | \n San Francisco, CA 94104<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n or to such other persons as may be designated in writing by the parties, by a
\nnotice given as aforesaid.<\/p>\n<\/p>\n 11. Joint and Several Liability<\/u>. Holdings, Inc. and Schwab, Inc. join
\nin all covenants of CS Corp. hereunder; and CS Corp., Holdings, Inc. and Schwab,
\nInc. each agree to be jointly and severally liable for all obligations of each
\nof the others hereunder. Holdings, Inc. and Schwab, Inc. each acknowledge that
\nits inclusion in the class of Permitted Assignees and Licensees is full and fair
\nconsideration for the liability that it is undertaking hereunder.<\/p>\n<\/p>\n 12. Miscellaneous.<\/u> This Agreement shall be construed in accordance
\nwith the laws of California applicable to agreements made and to be performed
\nentirely in that state. Section headings used herein are inserted for
\nconvenience only and are not part of this Agreement. None of the terms of this
\nAgreement may be waived or modified except by an express agreement in writing
\nsigned by both parties. Nothing contained herein shall be construed to place the
\nparties in the relationship of partners or joint venturers, and CS Corp. shall
\nhave no power to obligate or bind Schwab in any manner whatsoever. In any
\ncontroversy hereunder the prevailing party shall be entitled to recover<\/p>\n<\/p>\n – 9 –<\/p>\n<\/p>\n
\nits reasonable attorneys153 fee and expenses from the opposing party or
\nparties. This Agreement constitutes the entire agreement between the parties
\nwith respect to the subject matter hereof, and shall inure to the benefit of and
\nshall be binding upon the parties, their respective heirs, executors,
\nadministrators, successors and permitted assigns.<\/p>\n<\/p>\n 13. Survival of Previous Actions; Effective Date<\/u>.<\/p>\n<\/p>\n 13.1 This Agreement supersedes the original Assignment and License and the
\nAmendment thereof; but all assignments, licenses, notices, waivers and consents
\npreviously effected by or given pursuant to either the original Assignment and
\nLicense or the Amendment thereof or both shall survive and remain in full force
\nand effect.<\/p>\n<\/p>\n 13.2 The Preamble to this Agreement and this Section 13 will become effective
\non the date of execution hereof as set forth in the paragraph next following.
\nSections 5.3, 5.5, 6.1 and 6.2 of this Agreement originated in the Amendment of
\nthe original Assignment and License and hence became effective as of July 30,
\n1987. Sections 5.1(a), and 5.1 (g) and 5.4 of this Agreement were revised in the
\nAmendment of the original Assignment and License and hence became effective in
\ntheir present form as of July 30, 1987, but the previous versions of those
\nsections were effective from March 31, 1987 until July 30, 1987. All other
\nportions of this Agreement became effective on March 31, 1987.<\/p>\n<\/p>\n IN WITNESS WHEREOF, the parties hereto have affixed their signatures on the
\n day of , 1988.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n The Charles Schwab Corporation<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n \/S\/ Charles R. Schwab<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n by<\/p>\n<\/td>\n | <\/td>\n | \n \/S\/ Lawrence J. Stupski<\/p>\n<\/td>\n<\/tr>\n | \n| \n Charles R. Schwab<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Lawrence J. Stupski,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n President<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Charles Schwab & Co., Inc.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Schwab Holdings, Inc.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n by<\/p>\n<\/td>\n | <\/td>\n | \n \/S\/ Lawrence J. Stupski<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n by<\/p>\n<\/td>\n | <\/td>\n | \n \/S\/ Charles R. Schwab<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Lawrence J. Stupski,<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Charles R. Schwab,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n President and Chief<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Chairman and Chief<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Operating Officer<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n – 10 –<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n STATE OF CALIFORNIA<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | \n ss.<\/p>\n<\/td>\n<\/tr>\n | \n| \n CITY AND COUNTY OF SAN FRANCISCO<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n On this 25th <\/u>day of January<\/u>, 1988, before me, Sheila S.
\nProvidenza<\/u>, the undersigned Notary Public, personally appeared Charles R.
\nSchwab<\/u>. personally known to me or proved to me on the basis of satisfactory
\nevidence to be the person who executed the within instrument as Chairman<\/u>
\nfor and on behalf of Charles Schwab & Co., Inc. and acknowledged to me that
\ncorporation executed it.<\/p>\n<\/p>\n WITNESS my hand and official seal.<\/p>\n<\/p>\n \n\n\n| <\/td>\n<\/tr>\n | \n| \n \/S\/ Sheila S. Providenza<\/p>\n<\/td>\n<\/tr>\n | \n| \n Notary Public<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n OFFICIAL SEAL<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n STATE OF CALIFORNIA<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | \n ss.<\/p>\n<\/td>\n<\/tr>\n | \n| \n CITY AND COUNTY OF SAN FRANCISCO<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n On this 25th <\/u>day of January<\/u>, 1988, before me, Sheila S.
\nProvidenza<\/u>, the undersigned Notary Public, personally appeared Charles R.
\nSchwab<\/u>. personally known to me or proved to me on the basis of satisfactory
\nevidence to be the person whose name is subscribed to the within instruments,
\nand acknowledged to me that he executed the same.<\/p>\n<\/p>\n WITNESS my hand and official seal.<\/p>\n<\/p>\n \n\n\n| <\/td>\n<\/tr>\n | \n| \n \/S\/ Sheila S. Providenza<\/p>\n<\/td>\n<\/tr>\n | \n| \n Notary Public<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n OFFICIAL SEAL<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n STATE OF CALIFORNIA<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | \n ss.<\/p>\n<\/td>\n<\/tr>\n | \n| \n CITY AND COUNTY OF SAN FRANCISCO<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n On this 25th <\/u>day of January<\/u>, 1988, before me, Sheila S.
\nProvidenza<\/u>, the undersigned Notary Public, personally appeared Lawrence
\nJ. Stupski<\/u>. personally known to me or proved to me on the basis of
\nsatisfactory evidence to be the person who executed the within instrument as
\nPresident<\/u> for and on behalf of The Charles Schwab Corporation, Inc. and
\nacknowledged to me that corporation executed it.<\/p>\n<\/p>\n WITNESS my hand and official seal.<\/p>\n<\/p>\n \n\n\n| <\/td>\n<\/tr>\n | \n| \n \/S\/ Sheila S. Providenza<\/p>\n<\/td>\n<\/tr>\n | \n| \n Notary Public<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n OFFICIAL SEAL<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n STATE OF CALIFORNIA<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | \n ss.<\/p>\n<\/td>\n<\/tr>\n | \n| \n CITY AND COUNTY OF SAN FRANCISCO<\/p>\n<\/td>\n | <\/td>\n | \n )<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n On this 25th <\/u>day of January<\/u>, 1988, before me, Sheila S.
\nProvidenza<\/u>, the undersigned Notary Public, personally appeared Lawrence
\nJ. Stupski<\/u>. personally known to me or proved to me on the basis of
\nsatisfactory evidence to be the person who executed the within instrument as
\nPresident and C.O.O.<\/u> for and on behalf of the Schwab Holdings, Inc. and
\nacknowledged to me that corporation executed it.<\/p>\n<\/p>\n WITNESS my hand and official seal.<\/p>\n<\/p>\n \n\n\n| <\/td>\n<\/tr>\n | \n| \n \/S\/ Sheila S. Providenza<\/p>\n<\/td>\n<\/tr>\n | \n| \n Notary Public<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n OFFICIAL SEAL<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8775],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9613,9616],"class_list":["post-42749","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schwab-charles-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42749","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42749"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42749"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42749"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42749"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | |