Exhibit 10.271
THE CHARLES SCHWAB CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
(As Amended through December 8, 2004)
THE CHARLES SCHWAB CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
Article I. Purpose
1.1 Establishment of the Plan. Effective as of January 1, 1996, The
Charles Schwab Corporation (hereinafter, the "Company") hereby establishes The
Charles Schwab Corporation Directors' Deferred Compensation Plan (the "Plan"),
as set forth in this document. Effective December 8, 2004, no further deferrals
shall be permitted under the Plan except deferrals relating to payments earned
prior to January 1, 2005.
1.2 Purpose of the Plan. The Plan permits Directors to defer the payment
of directors' fees that they may earn. The opportunity to elect such deferrals
is provided in order to help the Company attract and retain outside directors.
This Plan is unfunded and is maintained primarily for the purpose of providing
deferred compensation for its outside directors. It is intended to be exempt
from the participation, vesting, funding, and fiduciary requirements set forth
in Title I of the Employee Retirement Income Security Act of 1974, as amended.
Article II. Definitions
2.1 Definitions. The following definitions are in addition to any other
definitions set forth elsewhere in the Plan. Whenever used in the Plan, the
capitalized terms in this section shall have the meanings set forth below unless
otherwise required by the context in which they are used:
(a) "Administrator" the administrator described in section 3.1 that is
selected by the Committee to assist in the administration of the
Plan.
(b) "Beneficiary" means a person entitled to receive any benefit
payments that remain to be paid after a Participant's death, as
determined under section 6.3.
(c) "Board" means the Board of Directors of the Company.
(d) "Company" means The Charles Schwab Corporation, a Delaware
corporation.
(e) "Committee" means the Compensation Committee of the Board.
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(f) "Deferral Account" means the account representing deferrals of cash
compensation, plus investment adjustments, as described in sections
5.4 and 5.5.
(g) "Director" means each member of the Board of the Directors who is
not an employee of the Company or any of its subsidiaries. The term
"Director" shall also include each member of the Board of Directors
of any subsidiary of the Company who is not an employee of the
Company or any of its subsidiaries, but only if the Committee has
approved participation in the Plan for such subsidiary's
non-employee directors.
(h) "Plan" means The Charles Schwab Corporation Directors' Deferred
Compensation Plan, as in effect from time to time.
(i) "Plan Year" means the calendar year.
(j) "Termination" means the date a Participant ceases to be a Director.
(k) "Valuation Date" means each December 31 and any other date
designated from time to time by the Committee for the purpose of
determining the value of a Participant's Deferral Account balance
pursuant to section 5.4.
2.2 Gender and Number. Except when otherwise indicated by the context,
any masculine or feminine terminology shall also include the neuter and other
gender, and the use of any term in the singular or plural shall also include the
opposite number.
Article III. Administration
3.1 Committee and Administrator. The Committee shall administer the Plan
and may select one or more persons to serve as the Administrator. The
Administrator shall perform such administrative functions as the Committee may
delegate to it from time to time. Any person selected to serve as the
Administrator may, but need not, be a Committee member or an officer or employee
of the Company. However, if a person serving as Administrator or a member of the
Committee is a Participant, such person may not vote on a matter affecting his
interest as a Participant.
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The Committee shall have discretionary authority to construe and interpret
the Plan provisions and resolve any ambiguities thereunder; to prescribe, amend,
and rescind administrative rules relating to the Plan; to determine eligibility
for benefits under the Plan; and to take all other actions that are necessary or
appropriate for the administration of the Plan. Such interpretations, rules, and
actions of the Committee shall be final and binding upon all concerned and, in
the event of judicial review, shall be entitled to the maximum deference
allowable by law. Where the Committee has delegated its responsibility for
matters of interpretation and Plan administration to the Administrator, the
actions of the Administrator shall constitute actions of the Committee.
Article IV. Participants
4.1 Participants. Each Director shall be eligible to participate in
this Plan.
Article V. Deferrals
5.1 Deferrals. Each Director may elect to defer up to 100 percent of the
fees otherwise receivable from the Company for service as a Director. Any such
election must be made by entering a deferred compensation agreement with the
Company, as evidenced by a form approved by and filed with the Administrator on
or before the deadline specified by the Committee (which shall be no earlier
than one month prior to the beginning of the election period for which the
deferred fees are to be earned; provided that for the first year in which the
Plan is in effect, the deferral election shall be made within the first thirty
days of the election period). For this purpose, the election period shall be the
calendar year; provided, however, that during periods in which the Plan is not
in effect for a full calendar year or a Director is not a Participant for a full
calendar year, the election period shall be the portion of the calendar year
during which the Plan is in effect and the Director is an eligible Participant.
Deferrals that have been elected shall occur throughout the election period in
pro rata increments.
5.2 Deferral Procedures. Participants shall have an opportunity to elect
deferrals each year. Unless the Committee specifies other rules for the
deferrals that may be elected, deferrals may be made in increments of 10 percent
or in a fixed dollar amount. If a deferral is elected, the
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election shall be irrevocable. Deferral elections shall be made on a form
prescribed by the Committee or the Administrator. As provided in section 6.7,
any deferral is subject to any applicable tax withholding measures and may be
reduced to satisfy any applicable tax withholding requirements.
5.3 Election of Time and Manner of Payment. At the time a Participant
makes a deferral election under section 5.1, the Participant shall also
designate the manner of payment and the date on which payments from his or her
Deferral Account shall begin, from among the following options:
(i) a lump sum payable by the end of February in the year
immediately following the Participant's Termination; or
(ii) a series of annual installments, commencing in the year
following the Participant's Termination and payable each year on or before the
end of February, over a period of five, ten, or fifteen years, as designated by
the Participant.
A Participant may modify an election of the time for payment under
circumstances determined by the Committee, provided that (i) a payment election
may not be modified in a manner that would cause payments to commence earlier
than the date payments would have commenced absent such modification, and (ii)
all payment elections shall become irrevocable one year prior to the date on
which payment will commence under the election.
If payment is due in the form of a lump sum, the payment shall equal the balance
of the Deferral Account being paid, determined as of the Valuation Date
coincident with or immediately preceding the payment date. If payment is due in
the form of installments, the amount of each installment payment shall be equal
to the quotient determined by dividing (A) the value of the portion of the
Deferral Account to which the installment payment election applies (determined
as of the Valuation Date coincident with or immediately preceding the date the
payment is to be made), by (B) the number of years over which the installment
payments are to be made, less the number of years in which prior payments
attributable to such installment payment election have been made.
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Notwithstanding the foregoing, however, if earnings or any other amounts
credited to a Participant's Deferral Account do not otherwise meet any
applicable requirements of the Internal Revenue Code allowing the Company and
its Subsidiaries to receive a federal income tax deduction for such amounts upon
paying them at the time provided under the Participant's election, the payment
of such amounts, to the extent in excess of the amount that would be currently
tax deductible, shall automatically be deferred until the earliest year that the
payment can be deducted.
5.4 Accounts and Earnings. The Company shall establish a Deferral
Account for each Participant who has elected a deferral under section 5.1 above,
and its accounting records for the Plan with respect to each such Participant
shall include a separate Deferral Account or subaccount for each deferral
election of the Participant that could cause a payment made at a different time
or in a different form from other payments of deferrals elected by the same
Participant. Each Deferral Account balance shall reflect the Company's
obligation to pay a deferred amount to a Participant or Beneficiary as provided
in this Article V.
Under procedures approved by the Committee and communicated to
Participants, a Participant shall elect between the following two alternatives
with respect to the deferred amounts at the same time that the Participant
elects to defer the fees payable for a calendar year (provided that elections
made for the 1999 calendar year shall be made within 30 days of the date the
Participant receives notice of the election, or such shorter time as may be
specified by the Committee). Once made, a Participant's election for the method
of payment may not be changed; however, a Participant may make a different
election with respect to amounts that the Participant elects to defer in
subsequent periods.
(1) Payment in Shares. Under this alternative, a Participant shall
be credited with an award of Performance Shares pursuant to Section 4.7 of the
1992 Stock Incentive Plan, in a number of Performance Shares equal to (i) the
amounts deferred hereunder, divided by (ii) the closing price of the Common
Stock of the Company on the date the Deferral occurred. Performance Shares
credited hereunder shall be issued to one or more grantor trusts formed by
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the Company ("rabbi trusts") pursuant to Section 6.2 hereof. Any dividends paid
on shares of the Common Stock of the Company issued to a rabbi trust shall be
reinvested in Common Stock of the Company, which shall be treated as having been
issued to the Participant as additional Performance Shares under the 1992 Stock
Incentive Plan. Notwithstanding the foregoing, the crediting of assumed earnings
shall not mean that any deferred compensation promise to a Participant is
secured by particular investment assets or that the Participant is actually
earning any form of investment income under the Plan.
(2) Issuance of Stock Options Under the 1992 Stock Incentive Plan.
Under this alternative, a Participant may elect, in lieu of receiving any
payments from the Plan, to be issued nonqualified stock options pursuant to
Section 4.6 of The Charles Schwab Corporation 1992 Stock Incentive Plan. A
Participant who elects this alternative shall, on the date the fees deferred
pursuant to Section 5.1 hereof would otherwise have been payable, be issued a
number of nonqualified stock options with a fair market value equal to the
amounts deferred, as determined under the valuation methods set forth in Exhibit
A hereto.
5.5 Maintenance of Accounts. The Accounts of each Participant shall be
entered on the books of the Company and shall represent a liability, payable
when due under this Plan, from the general assets of the Company. Prior to
benefits becoming due hereunder, the Company shall expense the liability for
such accounts in accordance with policies determined appropriate by the
Company's auditors. Except to the extent provided pursuant to the second
paragraph of this section 5.5, the Accounts created for a Participant by the
Company shall not be funded by a trust or an insurance contract; nor shall any
assets of the Company be segregated or identified to such account; nor shall any
property or assets of the Company be pledged, encumbered, or otherwise subjected
to a lien or security interest for payment of benefits hereunder.
5.6 Change in Control. In the event of a Change in Control (as defined
below), the following rules shall apply:
(a) All Participants shall continue to have a fully vested,
nonforfeitable interest in their Deferral Accounts.
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(b) Deferrals of amounts for the year that includes the Change in
Control shall cease beginning with the first payment otherwise due
that follows the Change in Control.
(c) A special allocation of earnings on all Deferral Accounts shall be
made under section 5.4 as of the date of the Change in Control on a
basis no less favorable to Participants than the method being
followed prior to the Change in Control.
(d) All payments of deferred amounts following a Change in Control,
whether or not they have previously begun, shall be made in a lump
sum no later than 30 days following the Change in Control and,
except as provided in section 5.3 with respect to installment
payments in progress, shall be in an amount equal to the full
Deferral Account balance, as adjusted pursuant to paragraph (c)
above, as of the date of the Change in Control.
(e) Nothing in this Plan shall prevent a Participant from enforcing any
rules in a contract or another plan of the Company or any Subsidiary
concerning the method of determining the amount of fees or other
form of compensation to which a Participant may become entitled
following a change in control, or the time at which that
compensation is to be paid in the event of a change in control. For
purposes of this Plan, a "Change in Control" means any of the
following:
(1) The acquisition by any individual, entity or group (within the
meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of the
Corporation (the "Outstanding Corporation Common Stock") or
(ii) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in
the election of directors (the "Outstanding Corporation Voting
Securities"); provided, however,
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that for purposes of this paragraph (1), the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (iv) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of paragraph (3)
hereof; or
(2) Individuals who, as of January 1, 1996, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any
individual becoming a director subsequent to January 1, 1996
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or
(3) Consummation of a reorganization, merger or consolidation, or
sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each
case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then
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outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all
or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities, as the
case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii)
at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(4) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
A Change of Control shall occur on the first day on which any of the
preceding conditions has been satisfied. However, notwithstanding
the foregoing, this section 5.6 shall not apply to any Participant
who alone or together with one or
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more other persons acting as a partnership, limited partnership,
syndicate, or other group for the purpose of acquiring, holding or
disposing of securities of the Company, triggers a "Change in
Control" within the meaning of paragraphs (1) and (2) above.
Moreover, no acquisition by (i) Charles Schwab and/or his spouse or
any of his lineal descendants or (ii) any trust created by or for
the benefit of Charles Schwab and/or his spouse or any of his lineal
descendants or (iii) the Schwab Family Foundation shall constitute a
Change of Control.
5.7 Payment of Deferred Amounts. A Participant shall have a fully
vested, nonforfeitable interest in his or her Deferral Account balance at all
times. However, vesting does not confer a right to payment other than in the
manner elected by the Participant pursuant to section 5.3 (subject to any
modification that may occur pursuant to section 5.4, 5.6 or 5.8). Upon the
expiration of a deferral period selected by the Participant in one or more
deferral elections, the Company shall pay to such Participant (or to the
Participant's Beneficiary, in the case of the Participant's death), an amount
equal to the balance of the Participant's Account attributable to such expiring
deferral elections, plus any assumed earnings (determined by the Company
pursuant to section 5.4) thereon.
5.8 Acceleration of Payment. The Committee, in its discretion, upon
receipt of a written request from a Participant, may accelerate the payment of
all or any portion of the unpaid balance of a Participant's Deferral Account in
the event of the Participant's death, permanent disability, or upon its
determination that the Participant (or his Beneficiary in the case of his death)
has incurred a severe, unforeseeable financial hardship creating an immediate
and heavy need for cash that cannot reasonably be satisfied from sources other
than an accelerated payment from this Plan. The Committee in making its
determination may consider such factors and require such information as it deems
appropriate.
Article VI. General Provisions
6.1 Unfunded Obligation. The deferred amounts to be paid to Participants
pursuant to this Plan constitute unfunded obligations of the Company. Except to
the extent specifically
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provided hereunder, the Company is not required to segregate any monies from its
general funds, to create any trusts, or to make any special deposits with
respect to this obligation. Title to and beneficial ownership of any
investments, including any grantor trust investments which the Company has
determined and directed the Administrator to make to fulfill obligations under
this Plan shall at all times remain in the Company. Any investments and the
creation or maintenance of any trust or Accounts shall not create or constitute
a trust or a fiduciary relationship between the Administrator or the Company and
a Participant, or otherwise create any vested or beneficial interest in any
Participant or his or her Beneficiary or his or her creditors in any assets of
the Company whatsoever. The Participants shall have no claim for any changes in
the value of any assets which may be invested or reinvested by the Company in an
effort to match its liabilities under this Plan.
6.2 Informal Funding Vehicles. To the extent required pursuant to
Section 5.4(1), the Company shall arrange for the establishment and use of a
grantor trust or other informal funding vehicle to facilitate the payment of
benefits and to discharge the liability of the Company and participating
Affiliates under this Plan to the extent of payments actually made from such
trust or other informal funding vehicle. In addition, the Company may, but need
not, arrange for the establishment and use of such a grantor trust or other
informal funding vehicle to the extent otherwise permitted pursuant to the Plan.
Any investments and any creation or maintenance of memorandum accounts or a
trust or other informal funding vehicle shall not create or constitute a trust
or a fiduciary relationship between the Committee or the Company or an affiliate
and a Participant, or otherwise confer on any Participant or Beneficiary or his
or her creditors a vested or beneficial interest in any assets of the Company or
any Affiliate whatsoever. Participants and Beneficiaries shall have no claim
against the Company or any Affiliate for any changes in the value of any assets
which may be invested or reinvested by the Company or any Affiliate with respect
to this Plan.
6.3 Beneficiary. The term "Beneficiary" shall mean the person or persons
to whom payments are to be paid pursuant to the terms of the Plan in the event
of the Participant's death.
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A Participant may designate a Beneficiary on a form provided by the
Administrator, executed by the Participant, and delivered to the Administrator.
The Administrator may require the consent of the Participant's spouse to a
designation if the designation specifies a Beneficiary other than the spouse.
Subject to the foregoing, a Participant may change a Beneficiary designation at
any time. Subject to the property rights of any prior spouse, if no Beneficiary
is designated, if the designation is ineffective, or if the Beneficiary dies
before the balance of the Account is paid, the balance shall be paid to the
Participant's surviving spouse, or if there is no surviving spouse, to the
Participant's estate.
6.4 Incapacity of Participant or Beneficiary. Every person receiving or
claiming benefits under the Plan shall be conclusively presumed to be mentally
competent and of age until the date on which the Administrator receives a
written notice, in a form and manner acceptable to the Administrator, that such
person is incompetent or a minor, for whom a guardian or other person legally
vested with the care of his person or estate has been appointed; provided,
however, that if the Administrator finds that any person to whom a benefit is
payable under the Plan is unable to care for his or her affairs because of
incompetency, or because he or she is a minor, any payment due (unless a prior
claim therefor shall have been made by a duly appointed legal representative)
may be paid to the spouse, a child, a parent, a brother or sister, or to any
person or institution considered by the Administrator to have incurred expense
for such person otherwise entitled to payment. To the extent permitted by law,
any such payment so made shall be a complete discharge of liability therefor
under the Plan.
If a guardian of the estate of any person receiving or claiming benefits
under the Plan is appointed by a court of competent jurisdiction, benefit
payments may be made to such guardian provided that proper proof of appointment
and continuing qualification is furnished in a form and manner acceptable to the
Administrator. In the event a person claiming or receiving benefits under the
Plan is a minor, payment may be made to the custodian of an account for such
person under the Uniform Gifts to Minors Act. To the extent permitted by law,
any such payment so made shall be a complete discharge of any liability therefor
under the Plan.
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6.5 Nonassignment. The right of a Participant or Beneficiary to the
payment of any amounts under the Plan may not be assigned, transferred, pledged
or encumbered nor shall such right or other interests be subject to attachment,
garnishment, execution, or other legal process.
6.6 No Right to Continued Service. Nothing in the Plan shall be
construed to confer upon any Participant any right to continue as a Director of
the Company.
6.7 Tax Withholding. Any appropriate taxes shall be withheld from
payments made to Participants pursuant to the Plan. To the extent tax
withholding is payable in connection with the Participant's deferral of income
rather than in connection with the payment of deferred amounts, such withholding
may be made from amounts currently payable to the Participant, or, as determined
by the Administrator, the amount of the deferral elected by the Participant may
be reduced in order to satisfy required tax withholding for any applicable
taxes.
6.8 Claims Procedure and Arbitration. The Company shall establish a
reasonable claims procedure consistent with the requirements of the Employee
Retirement Income Security Act of 1974, as amended. Following a Change in
Control of the Company (as determined under section 5.6) the claims procedure
shall include the following arbitration procedure.
Since time will be of the essence in determining whether any payments are
due to the Participant under this Plan following a Change in Control, a
Participant may submit any claim for payment to arbitration as follows: On or
after the second day following the Termination or other event triggering a right
to payment, the claim may be filed with an arbitrator of the Participant's
choice by submitting the claim in writing and providing a copy to the Company.
The arbitrator must be:
(a) a member of the National Academy of Arbitrators or one who currently
appears on arbitration panels issued by the Federal Mediation and
Conciliation Service or the American Arbitration Association; or
(b) a retired judge of the State in which the claimant is a resident who
served at the appellate level or higher. The arbitration hearing
shall be held within 72 hours (or as soon thereafter as possible)
after filing of the claim unless the Participant
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and the Company agree to a later date. No continuance of said
hearing shall be allowed without the mutual consent of the
Participant and the Company. Absence from or nonparticipation at the
hearing by either party shall not prevent the issuance of an award.
Hearing procedures which will expedite the hearing may be ordered at
the arbitrator's discretion, and the arbitrator may close the
hearing in his or her sole discretion upon deciding he or she has
heard sufficient evidence to satisfy issuance of an award. In
reaching a decision, the arbitrator shall have no authority to
ignore, change, modify, add to or delete from any provision of this
Plan, but instead is limited to interpreting this Plan. The
arbitrator's award shall be rendered as expeditiously as possible,
and unless the arbitrator rules within seven days after the close of
the hearing, he will be deemed to have ruled in favor of the
Participant. If the arbitrator finds that any payment is due to the
Participant from the Company, the arbitrator shall order the Company
to pay that amount to the Participant within 48 hours after the
decision is rendered. The award of the arbitrator shall be final and
binding upon the Participant and the Company. Judgment upon the
award rendered by the arbitrator may be entered in any court in any
State of the United States. In the case of any arbitration regarding
this Agreement, the Participant shall be awarded the Participant's
costs, including attorney's fees. Such fee award may not be offset
against the deferred compensation due hereunder. The Company shall
pay the arbitrator's fee and all necessary expenses of the hearing,
including stenographic reporter if employed.
6.9 Termination and Amendment. The Committee may from time to time
amend, suspend or terminate the Plan, in whole or in part, and if the Plan is
suspended or terminated, the Committee may reinstate any or all of its
provisions. Except as otherwise required by law, the Committee may delegate to
the Administrator all or any of its foregoing powers to amend, suspend, or
terminate the Plan. Any such amendment, suspension, or termination may affect
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future deferrals without the consent of any Participant or Beneficiary. However,
with respect to deferrals that have already occurred, no amendment, suspension
or termination may impair the right of a Participant or a designated Beneficiary
to receive payment of the related deferred compensation in accordance with the
terms of the Plan prior to the effective date of such amendment, suspension or
termination, unless the affected Participant or Beneficiary gives his express
written consent to the change.
6.10 Applicable Law. The Plan shall be construed and governed in
accordance with applicable federal law and, to the extent not preempted by such
federal law, the laws of the State of California.
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Exhibit A
For purposes of determining the number of Options to be granted
Under the Stock Option Investment Election, Options will be valued
under the Black-Scholes method, based on the following
assumptions:
o Assumed Option Term = 5 years
o Volatility = Actual volatility over the 3 year period immediately
preceding the grant
o Risk Free Interest Rate = 5 year Treasury Note Rate
o Dividend Yield = Current Annual Dividend Yield On Option Grant Date
(Quarterly Dividend x 4) / Market Price on Option Grant Date = Dividend
Yield
Sample Calculation: ($.028 x 4)/ $55 = .2%
o Fair Market Value = Closing Price Of Schwab Common Stock on Date of
Grant (Same as Date of Retainer and Meeting Fee Payment)
o Exercise Price = Same as above
Sample Stock Option Calculation
o Fees Deferred / Black Scholes Valuation = Number of Stock Option
grants from Deferral Election
Sample Calculation: $14,250 / $23.82 = 598.2368 Stock Options, rounded
up to nearest full option, = grant of 599 Stock Options.
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