Exhibit 10.267
THE CHARLES SCHWAB CORPORATION
2004 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
You have been granted the following restricted stock units representing
shares of Common Stock of The Charles Schwab Corporation ("Schwab") under the
Charles Schwab Corporation 2004 Stock Incentive Plan (the "Plan"):
Name of Grantee: _________________________________
Total Number of Units Granted: _________________________________
Grant Date: __________ ___, _________
You and Schwab agree that these units are granted under and governed by the
terms and conditions of the Plan, The Charles Schwab Corporation Directors'
Deferred Compensation Plan and the Restricted Stock Unit Agreement, which are
made a part of this notice. Please review the Restricted Stock Unit Agreement
carefully, as it explains the terms and conditions of these units. You agree
that Schwab may deliver electronically all documents relating to the Plan or
these units (including, without limitation, prospectuses required by the
Securities and Exchange Commission) and all other documents that Schwab is
required to deliver to its stockholders. Unless you provide written objection to
Schwab within 30 days of your receipt of this notice, you agree to all of the
terms and conditions of this notice, the restricted stock unit agreement and the
Plan.
THE CHARLES SCHWAB CORPORATION
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Vesting These restricted stock units have been issued under the Plan
pursuant to your deferral election under The Charles Schwab
Corporation Directors' Deferred Compensation Plan (the
"Deferred Compensation Plan") and are fully vested and
non-forfeitable at all times.
Nature of Units Your units are mere bookkeeping entries. They represent only
Schwab's unfunded and unsecured promise to issue shares of
Schwab Common Stock on a future date. As a holder of units,
you have no rights other than the rights of a general
creditor of Schwab.
Voting Rights and Your units carry no voting rights. Any dividends paid on
Dividend Rights shares of Schwab Common Stock shall be credited to you as
additional Restricted Stock Units. Otherwise, you have no
rights as a Schwab stockholder until your units are settled
by issuing shares of Schwab Common Stock.
Settlement of Your units will be settled in accordance with the terms of
Units the Deferred Compensation Plan. At the time of settlement,
you will receive one share of Schwab's Common Stock for each
unit.
Other Terms and Your units will be governed by all of the applicable terms
Conditions and conditions of the Deferred Compensation Plan, which are
made part of this Agreement.
Restrictions on You agree not to sell any shares at a time when applicable
Resale laws, Schwab policies or an agreement between Schwab and its
underwriters prohibit a sale. This restriction will apply as
long as your service continues and for such period of time
after the termination of your service as Schwab may specify.
Adjustments In the event of a stock split, a stock dividend or a similar
change in Schwab stock, the number of your units will be
adjusted accordingly, as Schwab may determine pursuant to
the Plan.
The Plan and The text of the Plan and the Deferred Compensation Plan (the
Other Agreements "Plans") are incorporated in this Agreement by reference.
This Agreement and the Plans constitute the entire
understanding between you and Schwab regarding these units.
Any prior agreements, commitments or negotiations concerning
these units are superseded. This Agreement may be amended
only by another written agreement, signed by both parties.
If there is any inconsistency or conflict between any
provision of this Agreement and the Plans, the terms of the
Plans will control.
BY ACCEPTING THIS AWARD,
YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE PLAN.
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