Exhibit 10.282
THE CHARLES SCHWAB CORPORATION
2004 STOCK INCENTIVE PLAN
NOTICE OF PREMIUM-PRICED STOCK OPTION GRANT
You have been granted the following option to purchase Common Stock of The
Charles Schwab Corporation ("Schwab") under the Charles Schwab Corporation 2004
Stock Incentive Plan (the "Plan"):
Name of Grantee:
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Total Number of Shares Granted:
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Exercise Price Number of Shares
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Grant Date:
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Expiration Date:
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You and Schwab agree that this option is granted under and governed by the
terms and conditions of the Plan and the Premium-Priced Stock Option Agreement,
both of which are made a part of this notice. Please review the Premium-Priced
Stock Option Agreement and the Plan carefully, as they explain the terms and
conditions of this option. You agree that Schwab may deliver electronically all
documents relating to the Plan or this option (including, without limitation,
prospectuses required by the Securities and Exchange Commission) and all other
documents that Schwab is required to deliver to its stockholders.
THE CHARLES SCHWAB CORPORATION
2004 STOCK INCENTIVE PLAN
PREMIUM-PRICED STOCK OPTION AGREEMENT
Tax Treatment This option is a nonqualified stock option and is not intended
to qualify as an incentive stock option under federal tax laws.
Vesting This option is fully vested and exercisable as of the Grant Date
set forth in the Notice of Premium-Priced Stock Option Grant.
Exercise You or your representative may exercise this option by following
Procedures the procedures prescribed by Schwab. If this option is being
exercised by your representative, your representative must
furnish proof satisfactory to Schwab of your representative's
right to exercise this option. After completing the prescribed
procedures, Schwab will cause to be issued the shares purchased,
which will be registered in the name of the person exercising
this option.
Exercise When you submit your notice of exercise, you must include
Price and payment of the option exercise price for the shares you are
Forms of purchasing. This option is premium priced and, accordingly, has
Payment exercise prices for a specified number of shares higher than the
market price of Schwab stock on the Grant Date. The applicable
exercise prices are set forth in the Notice of Premium-Priced
Stock Option Grant. Payment may be made in one of the following
forms:
o Cash, your personal check, a cashier's check or a money
order.
o Shares of Schwab stock that are surrendered to Schwab. These
shares will be valued at their fair market value on the date
when the new shares are purchased.
o By delivery (in a manner prescribed by Schwab) of an
irrevocable direction to Charles Schwab & Co., Inc. to sell
shares of Schwab stock (including shares to be issued upon
exercise of this option) and to deliver all or part of the
sale proceeds to Schwab in payment of all or part of the
exercise price.
Term This option expires no later than the Expiration Date specified
in the Notice of Premium-Priced Stock Option Grant but may
expire earlier upon your termination of service, as described
below.
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Termination This option will expire on the date three months following the
of Service date of your termination of employment with Schwab and its
subsidiaries for any reason other than on account of death,
disability or retirement. If you are entitled to severance
benefits under a Schwab-sponsored plan or an individual
agreement with Schwab, then the date of your termination of
employment for purposes of this paragraph will be determined
under the terms of such arrangement.
If you cease to be an employee of Schwab and its subsidiaries by
reason of your disability or death, then this option will expire
on the first anniversary of the date of your death or
disability.
If you cease to be an employee of Schwab and its subsidiaries by
reason of your retirement, then this option will expire on the
second anniversary of the date of your retirement.
Definition of For all purposes of this Agreement, "disability" means that you
Disability have a disability such that you have been determined to be
eligible for benefits under Schwab's long-term disability plan.
Definition of For all purposes of this Agreement, "retirement" will mean:
Retirement
o any termination of employment with Schwab and its
subsidiaries with the exception of U.S. Trust Corporation or
its subsidiaries for any reason other than death at any time
after you attain age 50, but only if, at the time of your
termination, you have been credited with at least 7 years of
service; and
o any termination of employment from U.S. Trust Corporation or
its subsidiaries for any reason other than death at any time
after (1) you attain age 65, (2) the sum of your age and
credited years of service, at the time of your termination,
is equal to or greater than 80, or (3) you attain age 60, but
only if, at the time of your termination, you have been
credited with at least 10 years of service.
The phrase "years of service" above has the same meaning given
to it under the SchwabPlan Retirement Savings and Investment
Plan (or any successor plan).
Cancellation To the fullest extent permitted by applicable laws, this option
of Options will immediately be cancelled and expire in the event that
Schwab terminates your employment on account of conduct contrary
to the best interests of Schwab, including, without limitation,
conduct constituting a violation of law or Schwab policy, fraud,
theft, conflict of interest, dishonesty or harassment. The
determination whether your employment has been terminated on
account of conduct inimical to the best interests of Schwab
shall be made by Schwab in its sole discretion.
Restrictions You cannot exercise this option and no shares of Schwab stock
on Exercise may be issued under this option if the issuance of shares at
and Issuance that time would violate any applicable law, regulation or rule.
or Transfer Schwab may impose restrictions upon the sale, pledge or other
of Shares transfer of shares (including the placement of appropriate
legends on stock certificates) if, in the judgment of Schwab and
its counsel, such restrictions are necessary or desirable to
comply with applicable law, regulations or rules.
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Stockholder You, or your estate or heirs, have no rights as a stockholder of
Rights Schwab until you have exercised this option by giving the
required notice to Schwab and paying the exercise price. No
adjustments are made for dividends or other rights if the
applicable record date occurs before you exercise this option,
except as described in the Plan.
No Right to Nothing in this Agreement will be construed as giving you the
Employment right to be retained as an employee, consultant or director of
Schwab and its subsidiaries for any specific duration or at all.
Transfer of In general, only you may exercise this option prior to your
Option death. You may not transfer or assign this option, except as
provided below. For instance, you may not sell this option or
use it as security for a loan. If you attempt to do any of these
things, this option will immediately become invalid. You may,
however, dispose of this option in your will or in a beneficiary
designation.
You may transfer this option as a gift to one or more family
members. For this purpose, "family member" means a child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law (including adoptive relationships), any individual
sharing your household, e.g., a domestic partner, other than a
tenant or employee, a trust in which one or more of these
individuals have more than 50% of the beneficial interest, a
foundation in which you or one or more of these persons control
the management of assets, and any entity in which you or one or
more of these persons own more than 50% of the voting interest.
Schwab may, in its sole discretion, allow you to transfer this
option under a domestic relations order in settlement of marital
or domestic property rights.
In order to transfer this option, you and the transferee(s) must
execute the forms prescribed by Schwab, which include the
consent of the transferee(s) to be bound by this Agreement.
Claims You may file a claim for benefits under the Plan by following
Procedure the procedures prescribed by Schwab. If your claim is denied,
generally you will receive written or electronic notification of
the denial within 90 days of the date on which you filed the
claim. If special circumstances require more time to make a
decision about your claim, you will receive notification of when
you may expect a decision. You may appeal the denial by
submitting to the Plan Administrator a written request for
review within 30 days of receiving notification of the denial.
Your request should include all facts upon which your appeal is
based. Generally, the Plan Administrator will provide you with
written or electronic notification of its decision within 90
days after receiving the review request. If special
circumstances require more time to make a decision about your
request, you will receive notification of when you may expect a
decision.
Plan The Plan Administrator has discretionary authority to make all
Administration determinations related to this option and to construe the terms
of the Plan, the Notice of Premium-Priced Stock Option Grant and
this Agreement. The Plan Administrator's determinations are
conclusive and binding on all persons.
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Right to If Schwab adopts the fair-value-based method of accounting under
Replace FASB Statement No. 123R, the Committee shall have the right to
Option with replace this option (or any portion of this option) to the
SARs extent outstanding with a Stock Appreciation Right subject to
substantially the same terms and conditions contained in this
Agreement to be settled in shares of Schwab stock on a
one-to-one basis; provided, that this provision shall not become
effective if it would cause Schwab to recognize compensation
expense.
Adjustments In the event of a stock split, a stock dividend or a similar
change in Schwab stock, the Compensation Committee, in its
discretion, may adjust the number of shares covered by this
option and the exercise price per share.
Severability In the event that any provision of this Agreement is held
invalid or unenforceable, the provision will be severable from,
and such invalidity or unenforceability will not be construed to
have any effect on, the remaining provisions of this Agreement.
Applicable This Agreement will be interpreted and enforced under the laws
Law of the State of California (without regard to their
choice-of-law provisions), as such laws are applied to contracts
entered into and performed in California.
The Plan and The text of the Plan is incorporated in this Agreement by
Other reference. This Agreement and the Plan constitute the entire
Agreements understanding between you and Schwab regarding this option. Any
prior agreements, commitments or negotiations concerning this
option 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 Plan, the terms of the Plan will control.
Nothing in this Agreement gives you the ability to negotiate or
change the key terms and conditions described above, in the
Notice of Premium-Priced Stock Option Grant and in the Plan.
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