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Exhibit
10.295
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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Joseph R.
Martinetto |
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Total Number of Shares
Granted:
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33342 |
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Exercise Price Per Share:
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20.97 |
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Grant Date:
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May 18,
2007 |
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Expiration Date:
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May 18,
2014 |
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Accelerated Vesting on
Retirement:
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Yes |
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Vesting Schedule:
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So long
as you remain employed in good standing by Schwab or its
subsidiaries and subject to the terms of the Nonqualified 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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Number of shares that will
vest on Vest Date
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| 8335 on 05/18/2008 |
| 8336 on 05/18/2009 |
| 8335 on 05/18/2010 |
| 8336 on 05/18/2011 |
You and Schwab agree that this option is
granted under and governed by the terms and conditions of the Plan
and the Nonqualified Stock Option Agreement, both of which are made
a part of this notice. Please review the Nonqualified Stock Option
Agreement and the Plan carefully, as they explain 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.
THE CHARLES SCHWAB
CORPORATION
2004 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
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| Tax
Treatment |
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This option
is a nonqualified 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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Subject to
the provisions of this Agreement, this option becomes vested in
installments as described in the Notice of Stock Option
Grant. |
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Accelerated
Vesting
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This option
will become fully exercisable if your service with Schwab and its
subsidiaries terminates on account of your death or
disability. |
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If
“Yes” appears next to “Accelerated Vesting on
Retirement” in the Notice of Stock Option Grant, this option
will become fully exercisable if your service with Schwab and its
subsidiaries terminates on account of your retirement provided that
your retirement occurs at least two years after the Grant Date
indicated in the Notice of Stock Option Grant. |
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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 Schwab’s Compensation
Committee (or its delegate) (the “ Compensation
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 have a disability such that you have been
determined to be eligible for benefits under Schwab’s
long-term disability plan. |
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Definition of
Retirement
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For all
purposes of this Agreement, “ retirement
” will mean: |
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• any
termination of employment with Schwab and its subsidiaries with the
exception of U.S. Trust Corporation or its subsidiaries for any
reason other than death at any time after you attain age 50, but
only if, at the time of your termination, you have been credited
with at least 7 years of service; and
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• any
termination of employment from U.S. Trust Corporation or its
subsidiaries for any reason other than death at any time after (1)
you attain age 65, (2) the sum of your age and credited years of
service, at the time of your termination, is equal to or greater
than 80, or (3) you attain age 60, but only if, at the time of your
termination, you have been credited with at least 10 years of
service.
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The phrase
“ years of service ” above has the same
meaning given to it under the SchwabPlan Retirement Savings and
Investment Plan (or any successor plan). |
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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 Expiration Date specified in the Notice
of Stock Option Grant but may expire earlier upon your termination
of service, as described below. |
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Termination of
Service
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This option
will expire on the date three months following the date of your
termination of employment with Schwab and its subsidiaries for any
reason other than on account of death, disability or retirement.
The terms “disability” and “retirement” are
defined above. |
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If you cease
to be 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. |
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If you cease
to be an employee of Schwab and its subsidiaries by reason of your
retirement, then this option will expire on the second anniversary
of the date of your retirement. |
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Effect of
Entitlement to
Severance
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If you are
entitled to severance benefits under The Charles Schwab Severance
Pay Plan (or any successor plan), then vesting of this option shall
be determined under the terms of that plan. |
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Cancellation of
Options
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To the
fullest extent permitted by applicable laws, this opti |
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