EXHIBIT 10.143
THE CHARLES SCHWAB CORPORATION
1992 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of _______________, 19___
between THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the "Company"),
and ___________________________________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board has adopted and the stockholders of the
Company have approved The Charles Schwab Corporation 1992 Stock Incentive Plan,
as amended (the "Plan") in order to provide selected Key Employees and
Non-Employee Directors with an opportunity to acquire Common Shares; and
WHEREAS, the Committee has determined that the Optionee is a
Key Employee and that it would be in the best interests of the Company and its
stockholders to grant the stock option described in this Agreement (the
"Option") to the Optionee as an inducement to enter into or remain in the
service of the Company or its subsidiaries and as an incentive for
extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:
SECTION 1. GRANT OF OPTION.
(a) Option. On the terms and conditions stated below,
the Company hereby grants to the Optionee the option to purchase___________
Common Shares for the amount of $_______________ per Common Share (the
"Exercise Price"), which is agreed to be 100% of the Fair Market Value thereof
on the Date of Grant. The number of Common Shares subject to this Option and
the Exercise Price shall be subject to adjustment under certain limited
circumstances as provided in Article 10 of the Plan.
(b) 1992 Stock Incentive Plan. This Option is granted
pursuant to the Plan, the provisions of which are incorporated into this
Agreement by reference, and a copy of which is available upon request at no
charge to the Optionee from the Office of the Corporate Secretary of the
Company. In the event of any inconsistency between the provisions of the Plan
and the provisions of this Agreement, the provisions of the Plan shall prevail.
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(c) Tax Treatment. This Option is not intended to
qualify as an incentive stock option described in Section 422(b) of the Code.
(d) Expiration Date. Notwithstanding any other provision
contained herein, this Option shall expire not later than the date immediately
preceding the tenth anniversary of the Date of Grant.
SECTION 2. NO TRANSFER OR ASSIGNMENT OF OPTION.
Except as otherwise provided in this Agreement or as permitted
by the Plan, this Option, and any interest therein, shall not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to sale under execution, attachment or
similar process.
SECTION 3. RIGHT TO EXERCISE OPTION.
(a) Vesting. This Option shall become exercisable by the
Optionee with respect to the total number of Common Shares subject to this
Option as set forth under Section 1(a) above (the "Total Award Common Shares"),
subject to the continued employment of the Optionee by the Company or its
subsidiaries on each date set forth below, and subject to the provisions of
Section 3(d) hereof, in annual increments of the Total Award Common Shares
beginning on the first anniversary of the Date of Grant, such that (i) no
portion of this Option will be exercisable prior to such first anniversary of
the Date of Grant; (ii) upon and after such first anniversary of the Date of
Grant, the Optionee may purchase up to ten percent (10%) of the Total Award
Common Shares; (iii) upon and after the second anniversary of the Date of
Grant, the Optionee may purchase an additional fifteen percent (15%) of the
Total Award Common Shares; (iv) upon and after the third, fourth and fifth
anniversaries of the Date of Grant, respectively, the Optionee may purchase an
additional twenty-five percent (25%) of the Total Award Common Shares, so that
this Option shall become fully exercisable, subject to the Optionee's continued
employment with the Company or its subsidiaries, on the fifth anniversary of
the Date of Grant.
(b) Minimum Number of Shares. This Option shall be
exercisable for at least 100 Common Shares (without regard to adjustments to
the number of Common Shares subject to this Option pursuant to Article 10 of
the Plan) or, if less, (i) the number of shares with respect to which this
Option has become vested under Section 3(a) above, or (ii) all of the remaining
Common Shares subject to this Option.
(c) Full Vesting on Change in Control. Notwithstanding
subparagraph (a) hereof, this Option shall become fully exercisable as to the
Total Award Common Shares immediately preceding any Change in Control with
respect to the Company. In the event that the Committee determines that a
Change in Control is likely to occur, the Company shall so advise the Optionee,
and the provisions of this subparagraph (c) shall take effect as of the date
ten (10) days prior to the anticipated date of such Change in Control.
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(d) Vesting Contingent on Satisfactory Performance.
Notwithstanding subparagraph (a) hereof, the continued accrual of vesting
pursuant to subparagraph (a) is contingent upon the Optionee's satisfactory job
performance, and the Company may, in its sole discretion, upon notice to the
Optionee suspend or delay the vesting of Options and Performance Shares
hereunder for any period of time in the event that the Company determines,
within its sole discretion, that the Optionee's performance is unsatisfactory.
SECTION 4. EXERCISE OF OPTION.
(a) Notice of Exercise. The Optionee or the Optionee's
representative may exercise this Option by giving written notice to the Office
of the Corporate Secretary of the Company (or its designee) pursuant to Section
9(d). The notice shall specify the election to exercise this Option, the date
of exercise, the number of Common Shares for which it is being exercised and
the form of payment. The notice shall be signed by the person or persons
exercising this Option. In the event that this Option is being exercised by
the representative of the Optionee, the notice shall be accompanied by proof
satisfactory to the Company of the representative's right to exercise this
Option. The Purchase Price for Common Shares shall be paid in a form that
conforms to Sections 6.1 through 6.3 of the Plan at the time such notice is
given.
(b) Issuance of Shares. After receiving a proper notice
of exercise, the Company shall cause to be issued a certificate or certificates
for the Common Shares so purchased, registered in the name of the person
exercising this Option. The Company shall cause such certificate or
certificates to be delivered to or upon the order of the person exercising this
Option.
SECTION 5. TERM.
(a) Basic Term. This Option shall in any event expire on
the date specified in Section 1(d).
(b) Termination of Employment. Upon the Optionee's
termination of employment with the Company and its subsidiaries for any reason,
whether as a result of death, Permanent Disability or any other involuntary or
voluntary event of termination of employment (including a termination of
employment as may be provided for or determined under an employment contract,
if any, entered into between the Company or its subsidiary and the Optionee)
(each, a "Termination Event"), no unvested portion of the Total Award Common
Shares thereafter shall vest or become exercisable. With respect to the vested
or exercisable portion of the Total Award Common Shares as of the date of such
a Termination Event, this Option shall expire on the earlier of (i) the
expiration date specified in Section 1(d) or (ii) whichever of the following is
applicable: (A) in the case of a Termination Event resulting from death or
Permanent Disability, the date one year following such Termination Event; (B)
in the case of a Termination Event resulting from Retirement, the date two
years following such
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Termination Event; or (C) in all other cases, the date three (3) months
following such Termination Event.
(c) Divestment of Options. Notwithstanding anything to
the contrary contained herein, this Option shall immediately become forfeited
and expire in the event that the Company terminates the Optionee's employment
on account of conduct inimical to the best interests of the Company, including,
without limitation, conduct constituting a violation of law or Company policy,
fraud, theft, conflict of interest, dishonesty or harassment. The
determination whether the Optionee's employment has been terminated on account
of conduct inimical to the best interests of the Company shall be made by the
Company in its sole discretion.
SECTION 6. LEGALITY OF INITIAL ISSUANCE.
No Common Shares shall be issued upon the exercise of this
Option unless and until the Company has determined that:
(a) A registration statement for the Common Shares is
effective under the Securities Act or an exemption from the
registration requirements thereof has been perfected;
(b) Any applicable listing requirement of any stock
exchange on which Common Shares are listed has been satisfied; and
(c) Any other applicable provisions of state or federal
law have been satisfied.
SECTION 7. NO REGISTRATION RIGHTS.
The Company may, but shall not be obligated to, register or
qualify the Common Shares for resale or other disposition by the Optionee under
the Securities Act or any other applicable law.
SECTION 8. RESTRICTIONS ON TRANSFER OF SHARES.
(a) Restrictions. Regardless of whether the offering and
sale of Common Shares under the Plan have been registered under the Securities
Act or have been registered or qualified under the securities laws of any
state, the Company may impose restrictions upon the sale, pledge or other
transfer of such Common Shares (including the placement of appropriate legends
on stock certificates) if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state or any other
law.
(b) Investment Intent at Exercise. If the Common Shares
under the Plan are not registered under the Securities Act but an exemption is
available which requires an investment
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representation or other representation, the Optionee shall represent
and agree at the time of exercise that the Common Shares being acquired upon
exercising this Option are being acquired for investment, and not with a view
to the sale or distribution thereof, and shall make such other representations
as are deemed necessary or appropriate by the Company and its counsel.
(c) Administration. Any determination by the Company and
its counsel in connection with any of the matters set forth in this Section 8
shall be conclusive and binding on the Optionee and all other persons.
SECTION 9. MISCELLANEOUS PROVISIONS.
(a) Withholding Taxes. To the extent required by
applicable federal, state, local or foreign law, the Optionee shall make
arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise by reason of the exercise of an Option
hereunder, and no Option may be exercised unless such obligation is satisfied.
(b) Rights as a Stockholder. Neither the Optionee nor
the Optionee's representative shall have any rights as a stockholder with
respect to any Common Shares subject to this Option until certificates for such
Common Shares have been issued in the name of the Optionee or the Optionee's
representative.
(c) No Employment Rights. Nothing in this Agreement
shall be construed as giving the Optionee the right to be retained as an
employee of the Company or its subsidiaries. The Company reserves the right to
terminate the Optionee's employment at any time for any reason, subject only to
the terms of any written employment contract entered into between the Company
and the Optionee.
(d) Notice. Any notice required by the terms of this
Agreement shall be given in writing and shall be deemed effective upon personal
delivery or upon deposit with the appropriate postal service, by registered or
certified mail with postage and fees prepaid and addressed to the party
entitled to such notice at the address shown below such party's signature on
this Agreement, or at such other address as such party may designate by ten
(10) days advance written notice to the other party to this Agreement.
Notwithstanding the foregoing, no notice of exercise, as required by Section
4(a), shall be effective until actual receipt thereof by the Office of the
Corporate Secretary of the Company or its designee.
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(e) Entire Agreement. This Agreement and the Plan
constitute the entire agreement between the parties hereto with regard to the
subject matter hereof; provided, however, that in the event of any
inconsistency or conflict between any provision hereof and the terms of the
Plan, the terms of the Plan shall control.
(f) Choice of Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of California, as such
laws are applied to contracts entered into and performed in such State.
SECTION 10. DEFINITIONS.
(a) Capitalized terms defined in the Plan shall have the
same meaning when used in this Agreement.
(b) "Change in Control" shall mean the occurrence of any
of the following events after the effective date of the Plan as set out in
Section 15.1 of the Plan:
(1) A change in control required to be reported
pursuant to Item 6(e) of Schedule 14A of Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(2) A change in the composition of the Company's
Board of Directors (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;
(3) 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.
(c) "Common Share" shall mean one share of the common
stock of the Company.
(d) "Date of Grant" shall mean the date of this
Agreement, which is the date first written above.
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(e) "Fair Market Value" shall mean the market price of a
Common Share, determined by the Committee as follows:
(1) 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;
(2) 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;
(3) 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
(4) 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.
(f) "Permanent Disability" shall mean that the Optionee
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which has lasted, or can
be expected to last, for a continuous period of not less than twelve (12)
months or which can be expected to result in death.
(g) "Purchase Price" shall mean the Exercise Price
multiplied by the number of Common Shares with respect to which this Option is
being exercised.
(h) "Retirement" shall mean a termination of employment
of the Optionee occurring at any time after the Optionee has attained fifty
(50) years of age, but only if the Optionee has completed a continuous period
of service of at least seven (7) years ending on the date of the termination of
employment.
(i) "Securities Act" shall mean the Securities Act of
1933, as amended.
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf by its officer duly authorized to act on behalf of
the Committee, and the Optionee has personally executed this Agreement.
THE CHARLES SCHWAB CORPORATION
By: ____________________________________
Its: Chairman and Chief Executive Officer
------------------------------------
Company's Address:
101 Montgomery Street
San Francisco, California 94104
OPTIONEE
_____________________________________________
Signature
Full Name (please print): ___________________
_____________________________________________
Date:________________________________________
Optionee's Address (please print):
_____________________________________________
_____________________________________________
Optionee's Social Security Number:
_____________________________________________
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