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Exhibit
10.293
THE CHARLES SCHWAB
CORPORATION
2004 STOCK INCENTIVE
PLAN
NOTICE OF 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 ” ):
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Name of Grantee:
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Total Number of Shares
Granted:
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Exercise Price Per Share:
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Grant Date:
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Expiration Date:
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Vesting Schedule:
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So long as you continue as a non-employee director or an
employee of Schwab or its subsidiaries and subject to the terms of
the Stock Option Agreement, you will acquire the right to exercise
this option (become “vested” in this option) on the
following dates and in the following amounts. |
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Vesting
Date
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Percentage of the Total Number of Shares
Granted under this Option
That Will Vest
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1 st
Anniversary
of Grant Date
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25% |
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2 nd
Anniversary
of Grant Date
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25% |
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3 rd
Anniversary
of Grant Date
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50% |
You and Schwab agree that
this option is granted under and governed by the terms and
conditions of the Plan and the Stock Option Agreement, both of
which are made a part of this notice. Please review the Stock
Option Agreement carefully, as it explains 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. Unless you provide written
objection to Schwab within 30 days of your receipt of this notice,
you agree to all of the terms and conditions of this notice, the
stock option agreement and the Plan.
THE CHARLES SCHWAB
CORPORATION
2004 STOCK INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
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| Tax
Treatment |
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This option
is a non-qualified stock option and is not intended to qualify as
an incentive stock option under federal tax laws. |
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| Vesting |
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This option
becomes vested in installments as described in the Notice of Stock
Option Grant. If you become a common-law employee of Schwab or its
subsidiaries, then this option will continue to vest as described
in the Notice of Stock Option Grant so long as you continue as
either a non-employee director or an employee of Schwab or its
subsidiaries. |
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Accelerated
Vesting
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This option
will become fully exercisable if your service as a non-employee
director terminates on account of your death, disability or
retirement. If, prior to the date your service terminates, Schwab
is subject to a “ change in control ” (as
defined in the Plan document), this option will become fully
exercisable immediately preceding the change in control. If the
Committee determines that a change in control is likely to occur,
Schwab will advise you and this option will become fully
exercisable as of the date 10 days prior to the anticipated date of
the change in control. |
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Definition of
Disability
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For all
purposes of this Agreement, “ disability
” means that you are 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 12 months or which can be
expected to result in death. |
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Definition of
Retirement
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For all
purposes of this Agreement, “ retirement
” means your resignation or removal from the Board at any
time after you have attained age 70 or completed 5 years of service
as a non-employee director. |
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Exercise
Procedures
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You or your
representative may exercise this option by following 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. |
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Forms of
Payment
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When you
submit your notice of exercise, you must include payment of the
option exercise price for the shares you are purchasing. Payment
may be made in one of the following forms: |
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• Cash, your personal check,
a cashier’s check or a money order.
• 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.
• 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.
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| Term |
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This option
expires no later than the 10th anniversary of the Grant Date but
may expire earlier upon your termination of service, as described
below. |
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Termination of
Service as a
Non-Employee
Director
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This option will expire on the date
three months following the date of your termination of service as a
non-employee director if such service terminates for any reason
other than on account of becoming a common-law employee of Schwab
or its subsidiaries, death, disability or retirement. The terms
“disability” and “retirement” are defined
above.
If you become an employee of Schwab or
its subsidiaries, this option will expire on the date three months
following the date you cease to be an employee of Schwab and its
subsidiaries (other than by reason of disability, death or
retirement). If you cease to be a non-employee director or 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 a non-employee
director by reason of your retirement, then this option will expire
on t
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