Exhibit 10.320
The Charles Schwab
Corporation
Corporate Executive Bonus
Plan
(As Amended and Restated as of
February 23, 2005)
(Approved by Stockholders on
May 19, 2005)
(Amended and Restated
December 12, 2007)
(Amended and Restated
October 23, 2008)
SECTION 1. PURPOSE OF THE
PLAN
The Charles Schwab Corporation
Corporate Executive Bonus Plan (the “Plan”) is
established to promote the interests of The Charles Schwab
Corporation and its Subsidiaries (collectively the
“Company”), by creating an incentive program to
(a) attract and retain employees with outstanding competencies
who will strive for excellence (b) motivate those individuals
to exert their best efforts on behalf of the Company by providing
them with compensation in addition to their base salaries; and
(c) further the identity of interests of such employees with
those of the Company’s stockholders through a strong
performance-based reward system.
SECTION 2. ADMINISTRATION OF THE
PLAN
The Compensation Committee of the
Board of Directors of the Company (the “Committee”)
shall administer the Plan. The Committee shall be composed solely
of two or more “outside directors” within the meaning
of Treasury Regulations Section 1.162-27 (or any successor
regulation) and shall be appointed pursuant to the Bylaws of the
Company. The members of the Committee shall be ineligible for
awards under this Plan for services performed while serving on the
Committee. The Committee shall have discretionary authority to
interpret the Plan, establish rules and regulations to implement
the Plan, and make all determinations deemed necessary or advisable
for the administration of the Plan, in its sole discretion.
Decisions of the Committee shall be final and binding on all
parties who have an interest in the Plan.
SECTION 3. ELIGIBILITY FOR
AWARDS
(a) Eligibility Requirements. Awards
under the Plan may be granted by the Committee to those Employees
on the Executive Committee (or a successor committee) or holding
Executive Vice President or comparable executive-level positions
with the Company. Except in the event of retirement, death, or
disability, an individual in these positions shall be eligible to
participate in the Plan if he or she is an Employee of the Company
on the last day of the performance period. An individual who is on
a leave of absence shall remain eligible, but his or her award
shall be adjusted as provided in Section 4(g).
1
(b) Definition of Employee. For
purposes of the Plan, an individual shall be considered an
“Employee” if he or she is employed by the Company or
other business entity in which the Company shall directly or
indirectly own, at the time of determination, stock possessing 50%
or more of the total combined voting power of all classes of stock
or other ownership interest (each a “Subsidiary”). 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.
SECTION 4. BONUS AWARDS
(a) Form of Awards. Bonus awards
under this Plan shall be paid in cash, less applicable withholdings
and deductions.
(b) Target Award Amounts. Target
award amounts shall be based on a percentage of each eligible
Employee’s annual base salary for each performance period as
determined by the Committee in its sole discretion no later than 90
days after the commencement of such performance period but in no
event after 25% of the performance period has elapsed.
(c) Bonus Formula. The formula used
to determine bonus awards for each eligible Employee shall be
determined according to a matrix or matrices that shall be adopted
by the Committee within 90 days of the commencement of each
performance period but in no event after 25% of the performance
period has elapsed. The matrix or matrices may be different for
each eligible Employee and shall be based on one or more objective
performance criteria to be selected by the Committee from among the
following: pre-tax operating profit margin, pre-tax reported profit
margin, after-tax operating profit margin, after-tax reported
profit margin, pre-tax operating profits, pre-tax reported profits,
cash flow, revenues, revenue growth, operating revenue growth,
client net new asset growth, return on assets, return on equity,
return on investment, stockholder return and/or value, earnings per
share, conversions of and/or increase in client assets, sales (of
products, offers, or services) and changes between years or periods
that are determined with respect to any of the above-listed
performance criteria. Performance criteria may be measured solely
on a corporate, subsidiary, en
