Exhibit 10.182
The Charles Schwab Corporation
Corporate Executive Bonus Plan
(Amended and Restated, effective January 1, 1996)
I. Purposes
The purposes of this Corporate Executive Bonus Plan (the "Plan") are:
(a) to provide greater incentive for key executives continually to
exert their best efforts on behalf of The Charles Schwab Corporation
(the "Company") by rewarding them for services rendered with
compensation that is in addition to their regular salaries; (b) to
attract and to retain in the employ of the Company persons of
outstanding competence; and (c) to further the identity of interests of
such employees with those of the Company's shareholders through a
strong performance-based reward system.
II. Form of Awards
1. Incentive compensation awards under this Plan shall be granted in
cash, less any applicable withholding taxes.
III. Determination of Awards
1. Incentive awards for participants other than the President shall
be determined quarterly according to a Corporate Performance
Payout Matrix that shall be adopted at the beginning of each year
by the Compensation Committee of the Board of Directors (the
"Committee"). The Management Committee Corporate Performance
Payout Matrix shall use net revenue growth and consolidated
pretax profit margin as the financial performance criteria to
determine awards. Awards shall be defined by reference to a
target percentage of base salary determined, from time to time,
by the Committee. Payouts described in this subsection shall be
calculated and paid on a quarterly basis, based on year-to-date
performance compared with the comparable period in the preceding
year.
2. With respect to payments made pursuant to Section III.1, the
amount of base salary included in the computation of incentive
awards shall not exceed 250% of the base salary in effect for the
officer holding the same or substantially similar position on
March 31, 1995. In addition, the maximum target incentive
percentage shall be 100% of base salary for the Vice Chairman and
50% of base salary for the remaining participants (other than the
President), and the maximum award for such individuals shall be
300% of the individual's target award.
3. Incentive awards for the President shall be determined in
accordance with a Corporate Performance Payout Matrix that shall
be adopted at the beginning of each year by the Committee. The
Committee shall determine the President's award each year, up to
the maximum amount defined by the matrix for a given level of
performance. This matrix may, if the Committee deems appropriate,
differ from that described in Subsection III.1. However, the
performance criteria shall be the same as referred to above.
Payouts for the President shall be made on an annual basis, based
on the Company's results for the full year.
4. The maximum award payable for the President under this plan shall
be no more than 500% of his target incentive award. The target
incentive amount shall be determined each year by the Committee,
but may not exceed 300% of base salary. The amount of base salary
taken into account for purposes of computing the target incentive
award may not exceed 250% of the President's base salary as of
March 31, 1995.
5. Notwithstanding anything to the contrary contained in this Plan,
the Committee shall have the power, in its sole discretion, to
reduce the amount payable to any Participant (or to determine
that no amount shall be payable to such Participant) with respect
to any award prior to the time the amount otherwise would have
become payable hereunder. In the event of such a reduction, the
amount of such reduction shall not increase the amounts payable
to other participants under the Plan.
IV. Administration
1. Except as otherwise specifically provided, the Plan shall be
administered by the Committee. The Committee members shall be
appointed pursuant to the Bylaws of the Company, and the members
thereof shall be ineligible for awards under this Plan for
services performed while serving on said Committee.
2. The decision of the Committee with respect to any questions
arising as to interpretation of the Plan, including the
severability of any and all of the provisions thereof, shall be,
in its sole and absolute discretion, final, conclusive and
binding.
V. Eligibility for Awards
1. Awards under the Plan may be granted by the Committee to those
employees who have contributed the most in a general way to the
Company's success by their ability, efficiency, and loyalty,
consideration being given to ability to succeed in more important
managerial responsibility in the Company. This is intended to
include the President and Chief Operating Officer, Vice Chairman,
Executive Vice Presidents, and from time to time, certain other
officers having comparable positions.
No award may be granted to a member of the Company's Board of
Directors except for services performed as an employee of the
Company.
2. Except in the event of retirement, death, or disability, to be
eligible for an award an employee shall be employed by the
Company as of the date awards are calculated and approved by the
Committee under this Plan.
3. For purposes of this Plan, the term "employee" shall include an
employee of a corporation or other business entity in which this
Company shall directly or indirectly own 50% or more of the
outstanding voting stock or other ownership interest.
VI. Awards
1. The Committee shall determine each year the payments, if any, to
be made under the Plan. Awards for any calendar year shall be
granted not later than the end of the first quarter of the
calendar year, and payments pursuant to the Plan shall be made as
soon as practicable after the close of each calendar quarter (or,
in the case of the President, as soon as practicable after the
close of each calendar year).
2. Upon the granting of awards under this Plan, each participant
shall be informed of his or her award by his or her direct
manager and that such award is subject to the applicable
provisions of this Plan.
VII. Deferral of Awards
1. A participant in this Plan who is also eligible to participate in
The Charles Schwab Corporation Deferred Compensation Plan may
elect to defer payments pursuant to the terms of that plan.
VIII. Recommendations and Granting of Awards
1. Recommendations for awards shall be made to the Committee by the
Chief Executive Officer and, with respect to participants other
than the President and Vice Chairman, the President.
2. Any award shall be made in the sole discretion of the Committee,
which shall take final action on any such award. No person shall
have a right to an award under this Plan until final action has
been taken granting such award.
IX. Amendments and Expiration Date
While it is the present intention of the Company to grant awards
annually, the Committee reserves the right to modify this Plan from
time to time or to repeal the Plan entirely, or to direct the
discontinuance of granting awards either temporarily or permanently;
provided, however, that no modification of this plan shall operate to
annul, without the consent of the beneficiary, an award already granted
hereunder; provided, also, that no modification without approval of the
stockholders shall increase the maximum amount which may be awarded as
hereinabove provided.
X. Miscellaneous
All expenses and costs in connection with the operation of this Plan
shall be borne by the Company and no part thereof shall be charged
against the awards anticipated by the Plan. Nothing contained herein
shall be construed as a guarantee of continued employment of any
participant hereunder. This Plan shall be construed and governed in
accordance with the laws of the State of California.