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Exhibit
10.309
THE CHARLES SCHWAB
CORPORATION
2004 STOCK INCENTIVE
PLAN
NOTICE OF PREMIUM-PRICED
STOCK OPTION GRANT
You have been granted the following
option to purchase Common Stock of The Charles Schwab Corporation
(“ Schwa b ”) 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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$ |
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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 remain in service in good standing and subject to the terms of
the Premium-Priced 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 on Vesting 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 Premium-Priced Stock Option Agreement, both of which are
made a part of this notice. Please review the Premium-Priced 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. By accepting
this award, you agree to all of the terms and conditions described
above, in the Premium-Priced Stock Option Agreement and in the
Plan, and you have no right whatsoever to change or negotiate such
terms and conditions.
THE CHARLES SCHWAB
CORPORATION
2004 STOCK INCENTIVE
PLAN
PREMIUM-PRICED 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 as
provided in the Notice of Premium-Priced Stock Option Grant, of
which this Premium-Priced Stock Option Agreement is a part. In no
event will additional shares under this option vest after your
service terminates for any reason. For all purposes of this
Agreement, “ service ” means continuous
employment as a common-law employee of Schwab or a parent company
or subsidiary of Schwab, and “ subsidiary
” means a subsidiary corporation as defined in section 424(f)
of the Internal Revenue Code of 1986, as amended (the “
Code ”). |
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| Accelerated Vesting |
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This option will become fully
exercisable if your service terminates on account of your death or
disability. This option also will become fully exercisable if your
service terminates on account of your retirement provided that your
retirement occurs at least two years after the Grant Date indicated
in the Notice of Premium-Priced 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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If you are
entitled to severance benefits under The Charles Schwab Severance
Pay Plan (or any successor plan), then all or a portion of your
option may be eligible for accelerated vesting under the terms of
that plan. |
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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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If you are an employee of Schwab and its
subsidiaries, retirement ” means termination of
service 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 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 Premium-Priced 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 service for
any reason other than on account of death, disability or
retirement. The terms “service,”
“disability” and “retirement” are defined
above.
If your service terminates 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 your service terminates by reason of
your retirement, then this option will expire on the second
anniversary of the date of your retirement.
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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 |
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