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Exhibit
10.306
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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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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Percentage of the Total
Number of Shares
Granted under this
Option That Will Vest
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Vesting Date
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| 25% |
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1 st Anniversary of Grant Date |
| 25% |
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2 nd Anniversary of Grant Date |
| 25% |
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3 rd Anniversary of Grant Date |
| 25% |
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4 th Anniversary of Grant Date |
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.
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.
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 any termination
of employment with Schwab and its subsidiaries for any reason other
than death at any time after you attain age 55, but only if, at the
time of your termination, you have been credited with at least 10
years of service.
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 |
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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:
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.
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.
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 option will
immediately be cancelled and expire in the event that Schwab
terminates your employment on account of conduct contrary to the
best interests of Schwab, including, without limitation, conduct
constituting a violation of law or Schwab policy, fraud, theft,
conflict of interest, dishonesty or harassment. The determination
whether your employment has been terminated on account of conduct
inimical to the best interests of Schwab shall be made by Schwab in
its sole discretion. |
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