Exhibit 10.201
SEVENTH AMENDMENT
TO THE
CHARLES SCHWAB
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
1. The name of the Plan shall be changed to The SchwabPlan Retirement Savings
and Investment Plan.
2. The term defined in Section 2.23 shall be the "ESOP Entry Date," and the term
"ESOP Entry Date" shall replace the term "ESOP/Profit Sharing Entry Date"
wherever it appears in the Plan.
3. Effective as of January 1, 1999, the first paragraph of Section 2.26 is
amended to read as follows:
2.26 "Hours of Service" means hours during the applicable Computation
Period in which an individual performs Service or is treated as performing
Service and, except in the case of military service or as otherwise determined
by the Committee, for which the Participant is directly or indirectly entitled
to payment. Hours of Service shall be credited for the applicable period in
which such Hours of Service accrue in accordance with Labor Department
Regulation 29 CFR ss. 2530.200b-2(c), which regulation is incorporated herein by
reference; provided that Hours of Service for reasons other than the performance
of duties shall be credited in accordance with Labor Department Regulation 29
CFR ss. 2530.200b-2(b), which regulation is incorporated herein by reference.
4. Effective as of January 1, 1999, Section 2.47 is deleted.
5. Effective as of January 1, 1999, Subsection 3.1(b)(i) is amended to read as
follows:
(i) Elective Contributions, Matching Contributions and Qualified
Nonelective Contributions on the first day of the fourth month following his or
her commencement of Service (or, in the case of an Employee whose service
commences on the first day of a month, the first day of the third month
following his or her commencement of Service), provided that the Employee
completes at least one Hour of Service in each such month; and
6. Effective as of January 1, 1999, Subsection 3.1(c) is amended to read as
follows:
An Employee who is eligible to become a Participant, but declines to
participate in the Plan, may become a Participant at any time, as soon as
administratively feasible following a request to participate.
7. Effective as of January 1, 1999, Section 3.3 is amended to read as follows:
A Participant who has incurred a Total Break in Service and
subsequently returns to Service shall be treated as a new Employee for all
purposes of the Plan. In all other cases, a former Participant who returns to
Service following a Break in Service shall again become a Participant as of the
first date of such former Participant's return to Service, except that if such
former Participant is not then an Employee, such former Participant shall again
become a Participant as of the first day on which such former Participant again
becomes an Employee.
8. The following Section 4.9 is added to Article IV:
4.9 Profit Sharing Contributions. Notwithstanding anything to the
contrary contained in the Plan, no Profit Sharing contributions shall be made to
the Plan for Plan Years beginning after December 31, 1994. Effective as of
October 1, 1998, all Profit Sharing balances of Participants shall be fully
vested and shall be merged with Participants' Matching Contribution Accounts.
Thereafter, no forfeitures of Profit Sharing Contributions shall occur, and all
references in the Plan to Profit Sharing Subaccounts shall be deemed to refer to
Matching Contribution Subaccounts.
9. Section 5.1(a) is amended to read as follows:
5.1 (a) A Participant may elect to make Elective Contributions in any
Plan Year by entering into a Salary Reduction Agreement with the Employer. Each
Salary Reduction Agreement shall provide that a portion of the Participant's
Compensation shall be paid through payroll deduction to the Trust Fund as an
Elective Contribution pursuant to Section 4.1 rather than paid currently to the
Participant. The Salary Reduction Agreement shall provide for Elective
Contributions equal to any whole percentage between one percent (1%) and fifteen
percent (15%) of a Participant's Compensation in any payroll period, not to
exceed the limitation set forth in Section 402(g) of the Code (adjusted
automatically for increases in accordance with the Regulations). Notwithstanding
the foregoing provisions of this Section 5.1, the Committee may, but need not,
adopt a procedure to enable Participants to make lump sum Elective Contributions
under the Plan through payroll deductions. No Salary Reduction Agreement shall
be effective unless the Participant has made an investment direction pursuant to
Section 8.3.
10. The first paragraph of Section 5.2 is amended to read as follows:
5.2 Change or Suspension of Salary Reduction Agreements. Subject to
Section 5.1, a Participant may enter into or change his or her Salary Reduction
Agreement at any time, effective as soon as practicable, in accordance with
rules determined by the Committee. A Participant may also suspend his or her
Salary Reduction Agreement at any time, in accordance with rules determined by
the Committee. A Participant who suspends his or her Salary Reduction Agreement
in accordance with this Section 5.2 may enter into a new Salary Reduction
Agreement at any time, effective as soon as administratively feasible.
11. Effective as of January 1, 1998, Section 7.2(a) is amended to read as
follows:
(a) Subject to the provisions of Section 4, the ESOP Account maintained
for each Participant will be credited as of the last day of each Plan Year with
the Participant's allocable share of:
(i) Shares purchased using cash contributed by or on behalf of
the Participating Employer employing such Participant (and any earnings on any
cash contributions made prior to the last day of the Plan Year),
(ii) Shares contributed directly to the Trust Fund;
(iii) Dividends paid to the Trust Fund during the Plan Year on
any Shares that were purchased by the Purchasing Agent or contributed directly
to the Trust Fund prior to the last day of the Plan Year; and
(iv) Shares released from the Suspense Subfund pursuant to
Section 7.3 and allocable to the contribution made by or on behalf of such
Participating Employer pursuant to Section 7.4.
12. The first paragraph of Section 11.2 is amended to read as follows:
Notwithstanding any other provision of the Plan to the contrary, (i) if
a Participant has a Vested Interest in his or her Account with a value of $5,000
or less, it shall be distributed in one lump sum as soon as is administratively
feasible following the last day of the calendar month in which such
Participant's termination of employment occurs, and (ii) if a Participant has a
Vested Interest in his or her Account with a value of more than $5,000, it shall
not commence to be distributed without the consent of the Participant before the
Participant's Normal Retirement Date.
13. Effective as of January 1, 1998, Section 13 is amended in its entirety
to read as follows:
SECTION 13. VOTING AND TENDER OR EXCHANGE RIGHTS
13.1 Voting and Tender or Exchange of Shares in General. Except as
otherwise required by the Act, the Code and the Regulations, all voting and
tender or exchange rights of Shares held in Participants' Accounts shall be
exercised by the Purchasing Agent only as directed by the Participants or their
Beneficiaries or as otherwise provided in accordance with the provisions of this
Section 13.
13.2 Voting of Allocated Shares.
(a) If any Participating Employer has a registration-type
class of securities (as defined in Section 409(e)(4) of the Code or any
successor statute thereto), then, with respect to all corporate matters
submitted to shareholders, all Shares (including fractional interests in Shares)
allocated and credited to the Accounts of Participants shall be voted in
accordance with the directions of such Participants as given to the Purchasing
Agent; provided that (i) with regard to Shares allocated to ESOP Accounts,
allocated Shares for which no directions are received by the Purchasing Agent
shall be voted in the same proportion as allocated Shares for which directions
are received are voted pursuant to this Section 13.2, and (ii) Shares allocated
to Accounts other than ESOP Accounts for which no directions are received by the
Purchasing Agent shall not be voted.
(b) If no Participating Employer has a registration-type class of
securities (as defined in Section 409(e)(4) of the Code or any successor statute
thereto), then, only with respect to corporate matters relating to a corporate
merger or consolidation, recapitalization, reclassification, liquidation,
dissolution, sale of substantially all assets of a trade or business, or such
other similar transaction that Regulations require, all Shares allocated and
credited to the Accounts of Participants shall be voted in accordance with the
directions of such Participants as given to the Purchasing Agent; provided that
(i) with respect to Shares allocated to ESOP Accounts, allocated Shares for
which no directions are received by the Purchasing Agent shall be voted in the
same proportion as allocated Shares for which directions are received are voted
pursuant to this Section 13.2, and (ii) Shares allocated to Accounts other than
ESOP Accounts for which no directions are received by the Purchasing Agent shall
not be voted.
13.3 Mechanics of Voting Allocated Shares. If Participants are entitled
under Section 13.2 to direct the vote with respect to allocated Shares, then, at
least 30 days before each annual or special shareholders' meeting of the
Employer (or, if such schedule cannot be met, as early as practicable before
such meeting), the Committee shall cause each Participant to be furnished with a
copy of the proxy solicitation material sent generally to shareholders, together
with a form requesting confidential instructions concerning the manner in which
the Shares allocated to such Participant's Account are to be voted. Upon timely
receipt of such instructions, the Purchasing Agent (after combining votes of
fractional Shares to give effect to the greatest extent possible to
Participants' instructions) shall vote the Shares as instructed. The
instructions received by the Purchasing Agent from each Participant shall be
held by the Purchasing Agent in strict confidence and shall not be divulged or
released to any person, including, without limitation, any officers or Employees
of any Participating Employer, or of any other Employer. The Trustee, the
Employer, the Purchasing Agent and the Committee shall not make recommendations
to Participants concerning whether to vote or how to vote.
13.4 Voting of Unallocated Shares. With respect to unallocated Shares
held in the Trust Fund, absent specific instructions from the Trustee or other
fiduciary pursuant to the Trust Agreement, the Purchasing Agent shall vote such
Shares in the same proportion as Shares are voted pursuant to Section 13.2;
provided that the Purchasing Agent shall follow any directions of the Trustee or
any other fiduciary authorized to instruct the Trustee with respect to the
voting of such unallocated Shares under the Trust Agreement.
13.5 Tender or Exchange of Allocated Shares. The Committee shall notify
each Participant of each tender or exchange offer for the Shares and utilize its
best efforts to distribute or cause to be distributed to each Participant in a
timely manner all information distributed to shareholders of the Employer in
connection with any such tender or exchange offer. Each Participant shall have
the right from time to time with respect to the Shares allocated to the
Participant's Account to instruct the Purchasing Agent in writing as to the
manner in which to respond to any tender or exchange offer which shall be
pending or which may be made in the future for all Shares or any portion
thereof. A Participant's instructions shall remain in force until superseded by
the Participant. The Purchasing Agent shall tender or exchange whole Shares only
as and to the extent so instructed. If the Purchasing Agent does not receive
instructions from a Participant regarding any tender or exchange offer for
Shares, the Purchasing Agent shall have no discretion in such matter and shall
not tender or exchange any such Shares in response thereto. For purposes of
responding to such tender or exchange offers, each Participant shall be the
"named fiduciary" with respect to such Shares allocated to his or her Account.
Unless and until Shares are tendered or exchanged, the individual instructions
received by the Purchasing Agent from Participants shall be held by the
Purchasing Agent in strict confidence and shall not be divulged or released to
any person, including, without limitation, any officers or Employees of any
Participating Employer, or of any other Employer; provided, however, that the
Purchasing Agent shall advise the Employer, at any time upon request, of the
total number of Shares not subject to instructions to tender or exchange.
13.6 Tender or Exchange of Unallocated Shares. Absent specific
instructions from the Trustee or other fiduciary pursuant to the Trust
Agreement, the Purchasing Agent shall tender unallocated Shares held in the
Trust Fund in proportion to the ratio that (A) the number of Shares with respect
to which Participant instructions in favor of the tender or exchange have been
received bears to (b) the number of Shares with respect to which Participant
instructions for or against the tender or exchange have been received; provided
that the Purchasing Agent shall follow any directions of the Trustee or any
other fiduciary authorized to instruct the Trustee with respect to the tender or
exchange of unallocated Shares under the Trust Agreement.
13.7 Voting of Deceased Participant's Shares. If this Section 13 applies
to Shares allocated to the Account of a deceased Participant, such Participant's
Beneficiary shall be entitled to direct the manner in which to respond to any
tender or exchange offer as if such Beneficiary were the Participant.
14. Except as otherwise set forth specifically herein, this Amendment shall be
effective as of October 1, 1998.