Exhibit 10.248
THE CHARLES SCHWAB CORPORATION
2001 STOCK INCENTIVE PLAN
as Amended October 23, 2002
Article 1. Introduction.
The Plan was adopted by the Board of Directors on February 28, 2001. The
purpose of this Plan is to promote the long-term success of the Company and the
creation of incremental stockholder value by (a) encouraging Non-Employee
Directors and Key Employees to focus on long-range objectives, (b) encouraging
the attraction and retention of Non-Employee Directors and Key Employees with
exceptional qualifications and (c) linking Non-Employee Directors and Key
Employees directly to stockholder interests. The Plan seeks to achieve this
purpose by providing for Awards in the form of Restricted Shares, Performance
Share Awards or Options, which may constitute incentive stock options or
nonstatutory stock options. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
Article 2. Administration.
2.1 The Committee. The Plan shall be administered by the Committee. The
Committee shall consist of two or more Directors, who shall be appointed by the
Board.
2.2 Committee Responsibilities. The Committee shall select the Key
Employees who are to receive Awards under the Plan, determine the amount,
vesting requirements and other conditions of such Awards, may interpret the
Plan, and make all other decisions relating to the operation of the Plan. The
Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.
Article 3. Limitations on Awards.
The aggregate number of Restricted Shares, Performance Share Awards and
Options awarded under the Plan shall not exceed 70,000,000. If any Restricted
Shares, Performance Share Awards or Options are forfeited, or if any Performance
Share Awards terminate for any other reason without the associated Common Shares
being issued, or if any Options terminate for any other reason before being
exercised, then such Restricted Shares, Performance Share Awards or Options
shall again become available for Awards under the Plan.
Subject to the overall limit on the aggregate shares set forth above, the
following limitations shall apply: (a) The maximum number of Common Shares which
may be granted subject to an Option to any one Participant in any one fiscal
year shall be 5,000,000; and (b) The maximum number of Restricted Shares or
Performance Share Awards which may be granted to any one Participant in any one
fiscal year shall be 1,000,000. The limitations set forth in the preceding
sentence shall be subject to adjustment pursuant to Article 10; and
The limitations of this Article 3 shall each be subject to adjustment
pursuant to Article 10. Any Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares.
Article 4. Eligibility.
4.1 General Rule. Key Employees and Non-Employee Directors shall be
eligible for designation as Participants by the Committee.
4.2 Non-Employee Directors. In addition to any awards pursuant to Section
4.1, Non-Employee Directors shall be entitled to receive the automatic NQSOs
described in this Section 4.2.
(a) Each Non-Employee Director shall receive an NQSO covering a number of
Common Shares for each Award Year with respect to which he or she serves as
a Non-Employee Director on the grant date described in subsection (b)
below, to be calculated by dividing $150,000 by the Fair Market Value of
the Common Shares on the grant date described in subsection (b) below; and
(b) The NQSO for a particular Award Year shall be granted to each
Non-Employee Director as of May 15 of each Award Year, and if May 15 is not
a business day, then the grant shall be made on and as of the next
succeeding business day;
(c) Each NQSO shall be exercisable in full at all times during its term;
(d) The term of each NQSO shall be 10 years; provided, however, that any
unexercised NQSO shall expire on the earlier of the date 10 years after the
date of grant or three (3) months following the date that the Optionee
ceases to be a Non-Employee Director or a Key Employee for any reason other
than death or disability. If an Optionee ceases to be a Non-Employee
Director or Key Employee on account of death or disability, any unexercised
NQSO shall expire on the earlier of the date 10 years after the date of
grant or one year after the date of death or disability of such Director;
and
(e) The Exercise Price under each NQSO shall be equal to the Fair Market
Value on the date of grant and shall be payable in any of the forms
described in Article 6.
4.3 Ten-Percent Stockholders. A Key Employee who owns more than 10 percent
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of an ISO
unless (a) the Exercise price under such ISO is at least 110 percent of the Fair
Market Value of a Common Share on the date of grant and (b) such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant.
4.4 Attribution Rules. For purposes of Section 4.3, in determining stock
ownership, a Key Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his or her brothers, sisters, spouse, ancestors or lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or
for its stockholders, partners or beneficiaries. Stock with respect to which the
Key Employee holds an option shall not be counted.
4.5 Outstanding Stock. For purposes of Section 4.3, "outstanding stock"
shall include all stock actually issued and outstanding immediately after the
grant of the ISO to the Key Employee. "Outstanding stock" shall not include
treasury shares or shares authorized for issuance under outstanding options held
by the Key Employee or by any other person.
4.6 Options Issued To Non-Employee Directors In Lieu of Fee Deferrals. In
addition to any awards pursuant to Sections 4.1 and 4.2, a Non-Employee Director
who elects to defer the receipt of amounts pursuant to Section 5.1 of The
Charles Schwab Corporation Directors' Deferred Compensation Plan (the "Directors
Deferred Compensation Plan") and elects to receive stock options in lieu of a
Deferral Account balance pursuant to Section 5.4(2) of the Directors Deferred
Compensation Plan, shall be entitled to receive a grant of NQSOs hereunder on
the date the amounts would have been payable to the Non-Employee Director if the
Non-Employee Director had not made such deferral election. Any NQSOs issued
pursuant to this Section shall be issued pursuant to the terms set forth in
subsections (c), (d) and (e) of Section 4.2 hereof.
4.7 Performance Shares Issued To Non-Employee Directors Pursuant to Fee
Deferrals. In addition to any awards pursuant to Sections 4.1 and 4.2, a
Non-Employee Director who elects to defer the receipt of amounts pursuant to
Section 5.1 of The Directors' Deferred Compensation Plan and elects to receive
payment in Shares pursuant to Section 5.4(1) of the Directors Deferred
Compensation Plan, shall be entitled to receive a grant of Performance Shares
hereunder on the date the amounts would have been payable to the Non-Employee
Director if the Non-Employee Director had not made such deferral election. For
purposes of this section, the term Non-Employee Director shall also include
non-employee directors of any Subsidiary, if the Committee has approved
participation in the Directors Deferred Compensation Plan for such Subsidiary's
non-employee directors.
Article 5. Options.
5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan, and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical. The Committee may designate all or
any part of an Option as an ISO (or, in the case of a Key Employee who is
subject to the tax laws of a foreign jurisdiction, as an option qualifying for
favorable tax treatment under the laws of such foreign jurisdiction), except for
Options granted to Non-Employee Directors.
5.2 Options Nontransferability. Subject to the provisions of Section 14.2,
no Option granted under the Plan shall be transferable by the Optionee other
than by will or the laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by him or her. No Option or interest
therein may be transferred, assigned, pledged or hypothecated by the Optionee
during his or her lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.
5.3 Number of Shares. Each Stock Option Agreement shall specify the number
of Common Shares subject to the Option and shall provide for the adjustment of
such number in accordance with Article 10. Each Stock Option Agreement shall
also specify whether the Option is an ISO or an NQSO.
5.4 Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price under an Option shall not be less than 100 percent of
the Fair Market Value of a Common Share on the date of grant, except as
otherwise provided in Section 4.3. Subject to the preceding sentence, the
Exercise Price under any Option shall be determined by the Committee. The
Exercise Price shall be payable in accordance with Article 6.
5.5 Exercisability and Term. Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option. The term of an
ISO shall in no event exceed 10 years from the date of grant, and Section 4.3
may require a shorter term. Subject to the preceding sentence, the Committee
shall determine when all or any part of an Option is to become exercisable and
when such Option is to expire; provided that, in appropriate cases, the Company
shall have the discretion to extend the term of an Option or the time within
which, following termination of employment, an Option may be exercised, or to
accelerate the exercisability of an Option. A Stock Option Agreement may provide
for expiration prior to the end of its term in the event of the termination of
the Optionee's employment and shall provide for the suspension of vesting when
an employee is on a leave of absence for a period in excess of six months in
appropriate cases, as determined by the Company; provided that, except to the
extent otherwise specified by the Committee at the time of grant, (i) the
exercisability of Options shall be accelerated in the event of the Participant's
death or Disability; (ii) in the case of Retirement, the exercisability of all
outstanding Options shall be accelerated, other than any Options that had been
granted within two years of the date of the Optionee's Retirement; and (iii)
vesting shall be suspended when an employee is on a leave of absence for a
period in excess of six months in appropriate cases, as determined by the
Company. Except as provided in Section 4.2, NQSOs may also be awarded in
combination with Restricted Shares, and such an Award may provide that the NQSOs
will not be exercisable unless the related Restricted Shares are forfeited. In
addition, NQSOs granted under this Section 5 may be granted subject to
forfeiture provisions which provide for forfeiture of the Option upon the
exercise of tandem awards, the terms of which are established in other programs
of the Company.
5.6 Limitation on Amount of ISOs. The aggregate fair market value
(determined at the time the ISO is granted) of the Common Shares with respect to
which ISOs are exercisable for the first time by the Optionee during any
calendar year (under all incentive stock option plans of the Company) shall not
exceed $100,000; provided, however, that all or any portion of an Option which
cannot be exercised as an ISO because of such limitation shall be treated as an
NQSO.
5.7 Effect of Change in Control. The Committee (in its sole discretion) may
determine, at the time of granting an Option, that such Option shall become
fully exercisable as to all Common Shares subject to such Option immediately
preceding any Change in Control with respect to the Company.
5.8 Restrictions on Transfer of Common Shares. Any Common Shares issued
upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine. Such restrictions shall be set
forth in the applicable Stock Option Agreement and shall apply in addition to
any general restrictions that may apply to all holders of Common Shares.
5.9 Authorization of Replacement Options. Concurrently with the grant of
any Option to a Participant (other than NQSOs granted pursuant to Section 4.2),
the Committee may authorize the grant of Replacement Options. If Replacement
Options have been authorized by the Committee with respect to a particular award
of Options (the "Underlying Options"), the Option Agreement with respect to the
Underlying Options shall so state, and the terms and conditions of the
Replacement Options shall be provided therein. The grant of any Replacement
Options shall be effective only upon the exercise of the Underlying Options
through the use of Common Shares pursuant to Section 6.2 or Section 6.3. The
number of Replacement Options shall equal the number of Common Shares used to
exercise the Underlying Options, and, if the Option Agreement so provides, the
number of Common Shares used to satisfy any tax withholding requirements
incident to the exercise of the Underlying Options in accordance with Section
13.2. Upon the exercise of the Underlying Options, the Replacement Options shall
be evidenced by an amendment to the Underlying Option Agreement. Notwithstanding
the fact that the Underlying Option may be an ISO, a Replacement Option is not
intended to qualify as an ISO. The Exercise Price of a Replacement Option shall
be no less than the Fair Market Value of a Common Share on the date the grant of
the Replacement Option becomes effective. The term of each Replacement Option
shall be equal to the remaining term of the Underlying Option. No Replacement
Options shall be granted to Optionees when Underlying Options are exercised
pursuant to the terms of the Plan and the Underlying Option Agreement following
termination of the Optionee's employment. The Committee, in its sole discretion,
may establish such other terms and conditions for Replacement Options as it
deems appropriate.
5.10 Options Granted to Non-United States Key Employees. In the case of Key
Employees who are subject to the tax laws of a foreign jurisdiction, the Company
may issue Options to such Key Employees that contain terms required to conform
with any requirements for favorable tax treatment imposed by the laws of such
foreign jurisdiction, or as otherwise may be required by the laws of such
foreign jurisdiction. The terms of any such Options shall be governed by the
Plan, subject to the terms of any Addendum to the Plan specifically applicable
to such Options.
5.11 Effect of Job Elimination. Notwithstanding anything to the contrary
contained in the Plan or in any Stock Option Agreement or Stock Award Agreement
entered into with respect to an Award pursuant to the Plan, in the case of a
Participant who is an Officer, and who becomes entitled to receive payments with
respect to a Severance Period pursuant to the Charles Schwab Severance Pay Plan
(the "Severance Plan") on account of a Job Elimination, the terms of the Plan
and any Stock Option Agreement or Stock Award Agreement entered into with
respect to an Award shall be applied by treating the Participant as if the
Participant had terminated employment on the Participant's Termination Date. For
purposes of applying this Section, the terms Officer, Severance Period,
Termination Date, and Job Elimination shall have the meanings set forth in the
Severance Plan.
Article 6. Payment for Option Shares.
6.1 General Rule. The entire Exercise Price of Common Shares issued upon
exercise of Options shall be payable in cash at the time when such Common Shares
are purchased, except that the Company may at any time accept payment pursuant
to Section 6.2 or 6.3.
6.2 Surrender of Stock. To the extent that this Section 6.2 is applicable,
payment for all or any part of the Exercise Price may be made with Common Shares
which are surrendered to the Company. Such Common Shares shall be valued at
their Fair Market Value on the date when the new Common Shares are purchased
under the Plan. In the event that the Common Shares being surrendered are
Restricted Shares that have not yet become vested, the same restrictions shall
be imposed upon the new Common Shares being purchased.
6.3 Exercise/Sale. To the extent this Section 6.3 is applicable, payment
may be made by the delivery (in a manner prescribed by the Company) of an
irrevocable direction to Charles Schwab & Co., Inc. to sell Common Shares
(including the Common Shares to be issued upon exercise of the Options) and to
deliver all or part of the sales proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.
Article 7. Restricted Shares and Performance Share Awards.
7.1 Time, Amount and Form of Awards. The Committee may grant Restricted
Shares or Performance Share Awards with respect to an Award Year during such
Award Year or at any time thereafter. Each such Award shall be evidenced by a
Stock Award Agreement between the Award recipient and the Company. The amount of
each Award of Restricted Shares or Performance Share Awards shall be determined
by the Committee. Awards under the Plan may be granted in the form of Restricted
Shares or Performance Share Awards or in any combination thereof, as the
Committee shall determine at its sole discretion at the time of the grant.
Restricted Shares or Performance Share Awards may also be awarded in combination
with NQSOs, and such an Award may provide that the Restricted Shares or
Performance Share Awards will be forfeited in the event that the related NQSOs
are exercised.
7.2 Payment for Restricted Share Awards. To the extent that an Award is
granted in the form of Restricted Shares, the Award recipient, as a condition to
the grant of such Award, shall be required to pay the Company in cash an amount
equal to the par value of such Restricted Shares.
7.3 Vesting or Issuance Conditions. Each Award of Restricted Shares shall
become vested, in full or in installments, upon satisfaction of the conditions
specified in the Stock Award Agreement. Common Shares shall be issued pursuant
to Performance Share Awards in full or in installments upon satisfaction of the
issuance conditions specified in the Stock Award Agreement. The Committee shall
select the vesting conditions in the case of Restricted Shares, or issuance
conditions in the case of Performance Share Awards, which may be based upon the
Participant's service, the Participant's performance, the Company's performance
or such other criteria as the Committee may adopt; provided that, in the case of
an Award of Restricted Shares where vesting is based entirely on the
Participant's service (except to the extent otherwise specified by the Committee
at the time of grant), (i) vesting shall be accelerated in the event of the
Participant's death or Disability; (ii) in the case of Retirement, vesting shall
be accelerated for all Restricted Shares that had been granted more than two
years prior to the date of the Participant's Retirement; and (iii) vesting shall
be suspended when an employee is on a leave of absence for a period in excess of
six months in appropriate cases, as determined by the Company. The Committee, in
its sole discretion, may determine, at the time of making an Award of Restricted
Shares, that such Award shall become fully vested in the event that a Change in
Control occurs with respect to the Company. The Committee, in its sole
discretion, may determine, at the time of making a Performance Share Award, that
the issuance conditions set forth in such Award shall be waived in the event
that a Change in Control occurs with respect to the Company.
7.4 Form of Settlement of Performance Share Awards. Settlement of
Performance Share Awards shall only be made in the form of Common Shares. Until
a Performance Share Award is settled, the number of Performance Share Awards
shall be subject to adjustment pursuant to Article 10.
7.5 Death of Recipient. Any Common Shares that are to be issued pursuant to
a Performance Share Award after the recipient's death shall be delivered or
distributed to the recipient's beneficiary or beneficiaries. Each recipient of a
Performance Share Award under the Plan shall designate one or more beneficiaries
for this purpose by filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any
time before the Award recipient's death. If no beneficiary was designated or if
no designated beneficiary survives the Award recipient, then any Common Shares
that are to be issued pursuant to a Performance Share Award after the
recipient's death shall be delivered or distributed to the recipient's estate.
The Committee, in its sole discretion, shall determine the form and time of any
distribution(s) to a recipient's beneficiary or estate.
Article 8. Claims Procedures.
Claims for benefits under the Plan shall be filed in writing with the
Committee on forms supplied by the Committee. Written notice of the disposition
of a claim shall be furnished to the claimant within 90 days after the claim is
filed. If the claim is denied, the notice of disposition shall set forth the
specific reasons for the denial, citations to the pertinent provisions of the
Plan, and, where appropriate, an explanation as to how the claimant can perfect
the claim. If the claimant wishes further consideration of his or her claim, the
claimant may appeal a denied claim to the Committee (or to a person designated
by the Committee) for further review. Such appeal shall be filed in writing with
the Committee on a form supplied by the Committee, together with a written
statement of the claimant's position, no later than 90 days following receipt by
the claimant of written notice of the denial of his or her claim. If the
claimant so requests, the Committee shall schedule a hearing. A decision on
review shall be made after a full and fair review of the claim and shall be
delivered in writing to the claimant no later than 60 days after the Committee's
receipt of the notice of appeal, unless special circumstances (including the
need to hold a hearing) require an extension of time for processing the appeal,
in which case a written decision on review shall be delivered to the claimant as
soon as possible but not later than 120 days after the Committee's receipt of
the appeal notice. The claimant shall be notified in writing of any such
extension of time. The written decision on review shall include specific reasons
for the decision, written in a manner calculated to be understood by the
claimant, and shall specifically refer to the pertinent Plan provisions on which
it is based. All determinations of the Committee shall be final and binding on
Participants and their beneficiaries.
Article 9. Voting Rights and Dividends.
9.1 Restricted Shares. All holders of Restricted Shares shall have the same
voting, dividend, and other rights as the Company's other stockholders.
9.2 Performance Share Awards. The holders of Performance Share Awards shall
have no voting or dividend rights until such time as any Common Shares are
issued pursuant thereto, at which time they shall have the same voting, dividend
and other rights as the Company's other stockholders.
Article 10. Protection Against Dilution; Adjustment of Awards.
10.1 General. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares, a combination or
consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spinoff
or a similar occurrence, the Committee shall make appropriate adjustments in one
or more of (a) the number of Options, Restricted Shares and Performance Share
Awards available for future Awards under Article 3, (b) the maximum number of
Common Shares which may be granted under Article 3 to any one Participant in any
one fiscal year either subject to an Option or as Restricted Shares or
Performance Share Awards, (c) the number of Performance Share Awards included in
any prior Award which has not yet been settled, (d) the number of Common Shares
covered by each outstanding Option or (e) the Exercise Price under each
outstanding Option.
10.2 Reorganizations. Subject to the provisions of Section 5.7, in the
event that the Company is a party to a merger or other reorganization,
outstanding Options, Restricted Shares and Performance Share Awards shall be
subject to the agreement of merger or reorganization. Such agreement may
provide, without limitation, for the assumption of outstanding Awards by the
surviving corporation or its parent, for their continuation by the Company (if
the Company is a surviving corporation), for accelerated vesting or for
settlement in cash.
10.3 Reservation of Rights. Except as provided in this Article 10, a
Participant shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. Any issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Common
Shares subject to an Option. The grant of an Award pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
Article 11. Limitation of Rights.
11.1 Employment Rights. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain employed by the
Company or any Subsidiary. The Company and its Subsidiaries reserve the right to
terminate the employment of any employee at any time, with or without cause,
subject only to a written employment agreement (if any).
11.2 Stockholders' Rights. A Participant shall have no dividend rights,
voting or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the issuance of such Common Shares, whether
by issuance of a certificate, book entry or other procedure. No adjustment shall
be made for cash dividends or other rights for which the record date is prior to
the date when such certificate is issued, except as expressly provided in
Articles 7, 9 and 10.
11.3 Creditors' Rights. A holder of Performance Share Awards shall have no
rights other than those of a general creditor of the Company. Performance Share
Awards represent unfunded and unsecured obligations of the Company, subject to
the terms and conditions of the applicable Stock Award Agreement.
11.4 Government Regulations. Any other provision of the Plan
notwithstanding, the obligations of the Company with respect to Common Shares to
be issued pursuant to the Plan shall be subject to all applicable laws, rules
and regulations, and such approvals by any governmental agencies as may be
required. The Company reserves the right to restrict, in whole or in part, the
delivery of Common Shares pursuant to any Award until such time as:
(a) Any legal requirements or regulations have been met relating to the
issuance of such Common Shares or to their registration, qualification or
exemption from registration or qualification under the Securities Act of
1933, as amended, or any applicable state securities laws; and
(b) Satisfactory assurances have been received that such Common Shares,
when issued, will be duly listed on the New York Stock Exchange or any
other securities exchange on which Common Shares are then listed.
Article 12. Limitation of Payments.
12.1 Basic Rule. Any provision of the Plan to the contrary notwithstanding,
in the event that the independent auditors most recently selected by the Board
(the "Auditors") determine that any payment or transfer in the nature of
compensation to or for the benefit of a Participant, whether paid or payable (or
transferred or transferable) pursuant to the terms of this Plan or otherwise (a
"Payment"), would be nondeductible for federal income tax purposes because of
the provisions concerning "excess parachute payments" in section 280G of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount; provided, however, that the Committee, at the
time of making an Award under this Plan or at any time thereafter, may specify
in writing that such Award shall not be so reduced and shall not be subject to
this Article 12. For purposes of this Article 12, the "Reduced Amount" shall be
the amount, expressed as a present value, which maximizes the aggregate present
value of the Payments without causing any Payment to be nondeductible by the
Company because of section 280G of the Code.
12.2 Reduction of Payments. If the Auditors determine that any Payment
would be nondeductible because of section 280G of the Code, then the Company
shall promptly give the Participant notice to that effect and a copy of the
detailed calculation thereof and of the Reduced Amount, and the Participant may
then elect, in his or her sole discretion, which and how much of the Payments
shall be eliminated or reduced (as long as after such election, the aggregate
present value of the Payments equals the Reduced Amount) and shall advise the
Company in writing of his or her election within 10 days of receipt of notice.
If no such election is made by the Participant within such 10-day period, then
the Company may elect which and how much of the Payments shall be eliminated or
reduced (as long as after such election the aggregate present value of the
Payments equals the Reduced Amount) and shall notify the Participant promptly of
such election. For purposes of this Article 12, present value shall be
determined in accordance with section 280G(d)(4) of the Code. All determinations
made by the Auditors under this Article 12 shall be binding upon the Company and
the Participant and shall be made within 60 days of the date when a Payment
becomes payable or transferable. As promptly as practicable following such
determination and the elections hereunder, the Company shall pay or transfer to
or for the benefit of the Participant such amounts as are then due to him or her
under the Plan, and shall promptly pay or transfer to or for the benefit of the
Participant in the future such amounts as become due to him or her under the
Plan.
12.3 Overpayments and Underpayments. As a result of uncertainty in the
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company on demand, together with interest at the applicable federal rate
provided in section 7872(f)(2) of the Code; provided, however, that no amount
shall be payable by the Participant to the Company if and to the extent that
such payment would not reduce the amount which is subject to taxation under
section 4999 of the Code. In the event that the Auditors determine that an
Underpayment has occurred, such Underpayment shall promptly be paid or
transferred by the Company to or for the benefit of the Participant, together
with interest at the applicable federal rate provided in section 7872(f)(2) of
the Code.
12.4 Related Corporations. For purposes of this Article 12, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.
Article 13. Withholding Taxes.
13.1 General. To the extent required by applicable federal, state, local or
foreign law, the recipient of any payment or distribution under the Plan shall
make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise by reason of such payment or
distribution. The Company shall not be required to make such payment or
distribution until such obligations are satisfied.
13.2 Nonstatutory Options, Restricted Shares or Performance Share Awards.
The Committee may permit an Optionee who exercises NQSOs, or who receives Awards
of Restricted Shares, or who receives Common Shares pursuant to the terms of a
Performance Share Award, to satisfy all or part of his or her withholding tax
obligations by having the Company withhold a portion of the Common Shares that
otherwise would be issued to him or her under such Awards. Such Common Shares
shall be valued at their Fair Market Value on the date when taxes otherwise
would be withheld in cash. The payment of withholding taxes by surrendering
Common Shares to the Company, if permitted by the Committee, shall be subject to
such restrictions as the Committee may impose, including any restrictions
required by rules of the Securities and Exchange Commission.
Article 14. Assignment or Transfer of Award.
14.1 General Rule. Any Award granted under the Plan shall not be
anticipated, assigned, attached, garnished, optioned, transferred or made
subject to any creditor's process, whether voluntarily, involuntarily or by
operation of law, except to the extent specifically permitted by Section 14.2.
14.2 Exceptions to General Rule. Notwithstanding Section 14.1, this Plan
shall not preclude (i) a Participant from designating a beneficiary to succeed,
after the Participant's death, to those of the Participant's Awards (including
without limitation, the right to exercise any unexercised Options) as may be
determined by the Company from time to time in its sole discretion, (ii) a
transfer of any Award hereunder by will or the laws of descent or distribution,
or (iii) a voluntary transfer of an Award (other than an ISO) to a trust,
partnership or limited liability company for the benefit of one or more members
of the Participant's family, subject to the prior approval of the Committee or
its designee; provided that, in the case of an Award granted prior to September
25, 2002, such approval shall not be required for a transfer to a trust or
partnership if the Participant has sole investment control over such trust or
partnership
Article 15. Future of Plans.
15.1 Term of the Plan. The Plan, as set forth herein, shall become
effective on May 7, 2001. The Plan shall remain in effect until it is terminated
under Section 15.2, except that no ISOs shall be granted after May 6, 2011.
15.2 Amendment or Termination. The Committee may, at any time and for any
reason, amend or terminate the Plan; provided, however, that any amendment of
the Plan shall be subject to the approval of the Company's stockholders to the
extent required by applicable laws, regulations or rules.
15.3 Effect of Amendment or Termination. No Award shall be made under the
Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Option, Restricted Share or Performance
Share Award previously granted under the Plan.
Article 16. Definitions.
16.1 "Award" means any award of an Option, a Restricted Share or a
Performance Share Award under the Plan.
16.2 "Award Year" means a fiscal year beginning January 1 and ending
December 31 with respect to which an Award may be granted.
16.3 "Board" means the Company's Board of Directors, as constituted from
time to time.
16.4 "Change in Control" means the occurrence of any of the following
events after the effective date of the Plan as set out in Section 15.1:
(a) A change in control required to be reported pursuant to Item 6(e) of
Schedule 14A of Regulation 14A under the Exchange Act;
(b) A change in the composition of the Board, as a result of which fewer
than two-thirds of the incumbent directors are directors who either (i) had
been directors of the Company 24 months prior to such change or (ii) were
elected, or nominated for election, to the Board with the affirmative votes
of at least a majority of the directors who had been directors of the
Company 24 months prior to such change and who were still in office at the
time of the election or nomination;
(c) Any "person" (as such term is used in sections 13(d) and 14(d) of the
Exchange Act) becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 20 percent or more of the combined
voting power of the Company's then outstanding securities ordinarily (and
apart from rights accruing under special circumstances) having the right to
vote at elections of directors (the "Base Capital Stock"); provided,
however, that any change in the relative beneficial ownership of securities
of any person resulting solely from a reduction in the aggregate number of
outstanding shares of Base Capital Stock, and any decrease thereafter in
such person's ownership of securities, shall be disregarded until such
person increases in any manner, directly or indirectly, such person's
beneficial ownership of any securities of the Company.
16.5 "Code" means the Internal Revenue Code of 1986, as amended.
16.6 "Committee" means the Compensation Committee of the Board, as
constituted from time to time.
16.7 "Common Share" means one share of the common stock of the Company.
16.8 "Company" means The Charles Schwab Corporation, a Delaware
corporation.
16.9 "Disability" means the inability to engage in any substantial gainful
activity considering the Participant's age, education and work experience by
reason of any medically determined physical or mental impairment that has
continued without interruption for a period of at least six months and that can
be expected to be of long, continued and indefinite duration. All determinations
as to whether a Participant has incurred a Disability shall be made by the
Employee Benefits Administration Committee of the Company, the findings of which
shall be final, binding and conclusive.
16.10 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
16.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
16.12 "Exercise Price" means the amount for which one Common Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
16.13 "Fair Market Value" means the market price of a Common Share,
determined by the committee as follows:
(a) If the Common Share was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite-transactions report for such date;
(b) If the Common Share was traded over-the-counter on the date in question
and was classified as a national market issue, then the Fair Market Value
shall be equal to the last transaction price quoted by the NASDAQ system
for such date;
(c) If the Common Share was traded over-the-counter on the date in question
but was not classified as a national market issue, then the Fair Market
Value shall be equal to the mean between the last reported representative
bid and asked prices quoted by the NASDAQ system for such date; and
(d) If none of the foregoing provisions is applicable, then the Fair Market
Value shall be determined by the Committee in good faith on such basis as
it deems appropriate.
16.14 "ISO" means an incentive stock option described in section 422(b) of
the Code.
16.15 "Key Employee" means (1) a key common-law employee of the Company or
any Subsidiary, as determined by the Committee, or (2) a non-employee director
of any Subsidiary, as determined by the Committee.
16.16 "Named Executive Officer" means a Participant who, as of the date of
vesting of an Award is one of a group of "covered employees," as defined in the
Regulations promulgated under Code Section 162(m), or any successor statute.
16.17 "Non-Employee Director" means a member of the Board who is not a
common-law employee.
16.18 "NQSO" means an employee stock option not described in sections 422
through 424 of the Code.
16.19 "Option" means an ISO or NQSO or, in the case of a Key Employee who
is subject to the tax laws of a foreign jurisdiction, an option qualifying for
favorable tax treatment under the laws of such jurisdiction, including a
Replacement Option, granted under the Plan and entitling the holder to purchase
one Common Share.
16.20 "Optionee" means an individual, or his or her estate, legatee or
heirs at law that holds an Option.
16.21 "Participant" means a Non-Employee Director or Key Employee who has
received an Award.
16.22 "Performance Share Award" means the conditional right to receive in
the future one Common Share, awarded to a Participant under the Plan.
16.23 "Plan" means this 1992 Stock Incentive Plan of The Charles Schwab
Corporation, as it may be amended from time to time.
16.24 "Replacement Option" means an Option that is granted when a
Participant uses a Common Share held or to be acquired by the Participant to
exercise an Option and/or to satisfy tax withholding requirements incident to
the exercise of an Option.
16.25 "Restricted Share" means a Common Share awarded to a Participant
under the Plan.
16.26 "Retirement" shall mean any termination of employment of an Optionee
for any reason other than death at any time after the Optionee has attained
Retirement Age. For this purpose, Retirement Age shall mean age fifty (50), but
only if, at the time of such termination, the Participant has been credited with
at least seven (7) Years of Service under the SchwabPlan Retirement Savings and
Investment Plan; provided, however, that if at the time of grant of an Option an
Optionee is a Participant in a qualified retirement plan maintained by a
Subsidiary (other than the SchwabPlan Retirement Savings and Investment Plan),
then Retirement Age shall have the same meaning as the Normal Retirement Date as
defined in such plan.
16.27 "Stock Award Agreement" means the agreement between the Company and
the recipient of a Restricted Share or Performance Share Award which contains
the terms, conditions and restrictions pertaining to such Restricted Share or
Performance Share Award.
16.28 "Stock Option Agreement" means the agreement between the Company and
an Optionee which contains the terms, conditions and restrictions pertaining to
his or her option.
16.29 "Subsidiary" means any corporation or other entity, if the Company
and/or one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation
(or ownership interest of such other entity). A corporation or other entity that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.
ADDENDUM
THE UNITED KINGDOM 2001 OFFICER SHARE OPTION SCHEME
OF THE CHARLES SCHWAB CORPORATION
This Addendum to The Charles Schwab Corporation 2001 Stock Incentive Plan (the
"2001 Plan") shall constitute the rules of the United Kingdom 2001 Officer Share
Option Scheme ("Scheme") of The Charles Schwab Corporation (the "Company"), as
approved by the United Kingdom's Board of Inland Revenue ("Inland Revenue")
under Schedule 9 to the United Kingdom's Income and Corporation Taxes Act 1988
(the "Act").
Definitions
1 Except as specifically set forth in this Addendum, the terms and conditions
of the 2001 Plan shall apply to the scheme. In addition, the following
definitions will apply to this Scheme:
1.1 References to the "Act" are to the United Kingdom's Income and
Corporation Taxes Act 1998.
1.2 The expression "New Option" means an Option over shares in the
Acquiring Company (as defined in rule 5.2) or some other company
falling within paragraph 10(b) or 10(c) of Schedule 9 to the Act,
meeting the requirements of sub-paragraphs 15(3)(a) to (d) of Schedule
9 to the Act, granted in consideration of the release of a subsisting
Option within the "appropriate period" (as defined by paragraph 15(2)
of Schedule 9 to the Act).
1.3 The expression "Option-holder" means the person to whom an option has
been granted under this Scheme and references to "Optionee " in the
2001 Plan shall be construed accordingly.
1.4 The expression "Participating Company" means the Company and any
company which is under the control of the Company, within the meaning
of section 840 of the Act, and to which the Committee shall have
resolved that this Scheme shall for the time being extend.
1.5 References to "Qualifying Shares" in this Addendum are references to
Shares which satisfy the requirements of paragraphs 10 to 14 of
Schedule 9 to the Act.
1.6 References to "Shares" in this addendum are references to shares or
shares of Common Stock in the Company.
Eligibility and Grant
2.1 Options may only be granted under the Scheme to a Key Employee who is
an employee (other than one who is a director) or a full-time director
of a Participating Company, and for this purpose a person shall be
treated as a full-time director of a Participating Company if he is
obliged to devote not less than 25 hours a week, excluding meal
breaks, to the performance of the duties of his office or employment
with that company (or with that company and any other company which is
a Participating Company). References in the 2001 Plan to "employee"
shall be construed accordingly.
2.2 No Options under this Scheme may be granted to, or exercised by, a
person who is not eligible to participate by virtue of paragraph 8 of
Schedule 9 to the Act, as modified by section 187 (3) (a) of the Act.
2.3 No Option may be granted at a time when the Shares over which it is
granted are not Qualifying Shares.
2.4 For the purposes of Article 5.4 of the 2001 Plan, the Fair Market
Value, as determined by the Committee in respect of any Option under
this Scheme, shall be as defined in Article16.13(a) of the 2001 Plan
if the Stock Exchange referred to in that Article is the New York
Stock Exchange and the closing price referred to in that Article is
the closing price on the New York Stock Exchange and in any other case
shall be not less than the market value of the shares on the date of
grant(or such earlier date as may be agreed with the Board of the
Inland Revenue) and agreed in advance with the United Kingdom Inland
Revenue Shares Valuation Division.
2.5 Only Options (as defined in the 2001 Plan) shall be granted under this
Scheme and no Replacement Options, Restricted Shares or Performance
Share Awards as outlined in Articles 5.9 and 7 of the 2001 Plan shall
be granted under this Scheme. Articles 5.9, 7, 9 and 12 of the 2001
Plan shall not apply for the purposes of this Scheme and an Option
granted under the Scheme need not comply with the requirement in the
second sentence of Article 5.3. No Options shall be granted under this
Scheme pursuant to Articles 4.6 or 4.7 of the 2001 Plan.
2.6 No Option granted under this Scheme shall be exercisable more than ten
years after the date the Option is granted.
Limitation on Awards
3. For the purposes of Article 3 of the 2001 Plan, any Option granted
under this Scheme to any person shall be limited and take effect so
that the sterling equivalent of the amount payable on the exercise of
such Option, when added to the aggregate sterling equivalent of
amounts payable on the exercise of options over Shares which are
capable of being acquired under subsisting rights obtained by the
Participant under this Scheme or any other share option scheme
established by the Company or any associated company (within the
meaning contained in section 416 of the Act) of the Company and
approved under Schedule 9 to the Act (but excluding any rights
obtained under a savings related share option scheme) shall not exceed
the limit set out in paragraph 28 of Schedule 9 to the Act.
For the purposes of this Scheme, the sterling equivalent of any amount
payable on the exercise of an option shall be the amount converted
into pounds sterling at the highest buying rate shown in the day's
spread as published in the Financial Times for the date of grant of
such option or at such other rate as may be agreed from time to time
with the United Kingdom Inland Revenue Shares Valuation Division.
Exercise
4.1 No Option may be exercised whilst this Scheme is and is intended to
remain approved by the Inland Revenue unless the Shares which would be
acquired are Qualifying Shares.
4.2 Any terms and conditions imposed by the Committee under Article 5.1 of
the 2001 Plan for the exercise of Options granted under this Scheme
shall be factual and objective and laid down at the time of grant. Any
such terms or conditions shall not be amended or waived after the time
of grant unless they relate to performance targets and event or events
have occurred such that the Committee reasonably believes that the
original conditions as amended or waived will be a fairer measure and
would not be more difficult to satisfy than the original condition.
Any other terms determined by the Company may only be imposed if they
otherwise comply with the requirements set out in Schedule 9 to the
Act.
4.3 Notwithstanding Article 5.2 of the 2001 Plan, no Option may be
transferred by will, and on the death of the Option-holder any
subsisting Option may be exercised by his personal representatives not
later than one year after the date of his death. Article 14.2 of the
2001 Plan shall not apply.
4.4 Article 5.5 of the 2001 Plan shall not apply to this Scheme. Each
Stock Option Agreement shall specify when issued on grant the date
when all or any instalment of the Option is to become exercisable
including whether there shall be any acceleration of vesting on
certain events (the vesting of the Option). The Stock Option Agreement
shall also specify the term of the Option. Any subsisting Options may
be exercised by the Participant or, if deceased, by his personal
representatives in whole or in part (including any unvested part) at
the time of or, subject to rule 4.5, at any time following the
occurrence of the earliest of the following events:
(i) the death of the Participant; and
(ii) upon the Participant ceasing to be a director or employee of a
Participating Company or the Company or any Subsidiary as defined
in Article 16.29 of the 2001 Plan where that cessation was by
reason of Disability or injury (in the latter case on the
production of such evidence as the Committee shall reasonably
require to show the Option-holder has ceased to exercise by
reason of injury and is incapable of exercising that employment
and is likely to remain so incapable for the foreseeable future)
or redundancy as defined in the Employment Rights Act 1996 or
Retirement.
4.5 An Option shall lapse and become thereafter incapable of exercise on
the earliest of the following events:
(i) the tenth anniversary of the date the Option is granted;
(ii) where a Participant ceases to be a director or employee of a
Participating Company or the Company or any Subsidiary as defined
in Article 16.29 of the 2001 Plan by reason of death or
Disability, or injury the first anniversary following such
cessation;
(iii)where a Participant ceases to be a director or employee of a
Participating Company or the Company or any Subsidiary as defined
in Article 16.29 of the 2001 Plan by reason of Retirement, the
second anniversary following such cessation; and
(iv) where a Participant ceases to be a director or employee of a
Participating Company or the Company or any Subsidiary as defined
in Article 16.29 of the 2001 Plan for any reason other than those
set out above, including redundancy, three months following such
cessation; and
(v) the end of the period of exercisability determined in accordance
with rule 5.
4.6 Payment for Shares on the exercise of Options granted under this
Scheme shall be in cash and not through the delivery of Shares of
Common Stock or otherwise as described in Articles 6.2 and 6.3 of the
2001 Plan.
4.7 Shares shall be issued and the Option-holder registered as a
shareholder within 30 days of receipt of a valid exercise notice.
4.8 Notwithstanding the provisions of Article 5.8 or 6.2 of the 2001 Plan,
any Shares issued upon the exercise of an Option under this Scheme
shall not be subject to any forfeiture conditions, rights of
repurchase, rights of first refusal or any other transfer restrictions
that do not apply to all holders of Shares.
4.9 Article 13 shall apply so that it is a condition of exercise that the
obligations are satisfied.
4.10 The Company shall keep available sufficient unissued Shares or Shares
in the Treasury to satisfy the exercise in full of all Options granted
under this Scheme and for the time being remaining capable of being
exercised.
Takeover, Change of Control
5.1 If any person obtains control of the Company (within the meaning of
section 840 of the Act) as a result of making:
(i) a general offer to acquire the whole of the issued share capital
of the Company (other than that which is already owned by him)
which is unconditional or which is made on a condition such that
if it is satisfied the person making the offer will have control
of the Company; or
(ii) a general offer to acquire all the shares (other than shares
which are already owned by him) in the Company which are of the
same class as Shares subject to a subsisting Option,
then the Committee shall notify all Participants as soon as is
practicable after the change of control. Any subsisting Option may be
exercised from the date of the receipt of that notification up to the
expiry of a period ending six months from the time when the person
making the offer has obtained control of the Company and any condition
subject to which the offer is made has been satisfied.
5.2 If as a result of the events specified in rule 5.1 an "Acquiring
Company" (as defined in paragraph 15 of Schedule 9 to the Act) has
obtained control of the Company, the Participant may, if the Acquiring
Company so agrees, release any subsisting Option he holds in
consideration for the grant of a New Option.
5.3 Where the circumstances noted in rule 5.2 apply, New Options may be
granted within the terms of paragraph 15(1) of Schedule 9 to the Act
in consideration for the release of Options previously granted under
this Scheme. Such New Options are deemed to be equivalent to the old
Options and to have been granted within the terms of this Scheme,
provided the New Options satisfy the conditions in paragraph 15(3) of
Schedule 9 to the Act and the release of the Option takes place within
six months of the date the Acquiring Company obtains control of the
Company. A New Option issued in consideration of the release of an
Option shall be evidenced by an option certificate or agreement which
shall import the relevant provisions of this Scheme.
5.4 A New Option shall, for all other purposes of this Scheme, be treated
as having been acquired at the same time as the corresponding released
Option.
5.5 If any person obtains control of the Company other than as a result of
the events specified in rule 5.1, then the Committee shall notify all
Participants as soon as practicable after the change of control. Any
subsisting Option may be exercised from the date of the receipt of
that notification up to the expiry of a period ending six months from
the time when the person obtains control of the Company.
5.6 If, as a result of the events specified in rules 5.1 or 5.3, a company
has obtained control of the Company, the Committee shall be entitled
at any time to require all holders of subsisting Options to exercise
those Options within 30 days by notice in writing to the Participant
to this effect.
5.7 The periods of exercisability under this rule 5 and the date of lapse
under rule 4.5 are those of whichever of the pre-conditions of rules
5.1, 5.3 or 5.4 are first achieved. The subsequent achievement of any
other pre-conditions will not cause a period of exercisability to
begin nor a date of lapse to arise.
5.8 For the purpose of this rule 5 other than rule 5.2, a person shall be
deemed to have obtained control of the Company if he and others acting
in concert with him have together obtained control of it.
5.9 The exercise of an Option pursuant to the preceding provisions of this
rule 5 shall not be subject to any conditions imposed pursuant to
Article 5.1 of the 2001 Plan as amended by rule 4.2.
Employment Relationship
6. With respect to Options granted pursuant to the Scheme, Article 11 of
the 2001 Plan shall be subject to the following: "Any Participant or
Employee shall waive any and all rights to compensation or damages on
the termination of his office or employment with any past or present
Participating Company or Subsidiary for any reason whatsoever insofar
as those rights arise or may arise from his ceasing to have rights
under or to be entitled to exercise any Option under this Scheme as a
result of the termination. Neither the grant of an Option nor any
benefit which may accrue to a Participant on the exercise of an Option
shall form part of that Participant's remuneration entitlement from
his office or employment, nor shall the grant of an Option create any
right or entitlement on the Participant to have any further Options
granted to him under this Scheme if at all."
Protection Against Dilution: Variation of Share Capital
7.1 With respect to Options granted pursuant to the Scheme, Article 10.1
of the 2001 Plan shall apply, but (i) with the omission of the
following words and phrases : "a declaration of a dividend payable in
Common Shares", "a declaration of a dividend payable in a form other
than Common Shares", "a spin-off or similar occurrence;" and (ii) as
if the following words were added "or any other variation of the
issued Common Shares" before the words "the Committee". Adjustments to
Options, as described in Article 10 of the 2001 Plan, shall be at the
discretion of the Committee and shall not be effective under this
Scheme until approved by the United Kingdom Inland Revenue.
7.2 Article 10.2 of the 2001 Plan shall apply for the purposes of this
Scheme with the exclusion of the words "for accelerated vesting or for
settlement in cash".
Withholding Taxes
7.3 Article 13.1 of the 2001 Plan shall apply for the purposes of this
scheme with the exclusion of the last sentence.
Alteration of Scheme rules
8. The Committee may make such alterations to the provisions of this
Scheme as may be permitted by Article 15.2 of the 2001 Plan, provided
that any such alteration made at a time when this Scheme is to remain
approved by the United Kingdom Inland Revenue shall not have effect
unless and until the alteration has the prior approval in writing of
the United Kingdom Inland Revenue.