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Brian O'Connor. Generally Accepted Accounting Principles, subject to categories of adjustments and exclusions approved by the Compensation Committee at the time the performance criterion was established. Based on this review, the Compensation Committee may exercise discretion to reduce payouts. The Compensation Committee determined that the company achieved these results while maintaining a low credit risk profile and remaining within its parameters for interest rate risk.

The Compensation Committee did not reduce the cash incentive award for any individual named executive officer and approved funding at In January , the Compensation Committee increased the value of the awards granted to Mr. Stock Options. Grant Date. Vesting Schedule. All vesting is subject to Compensation Committee certification that the performance goal for that period has been met.

Performance Periods. Dividend Equivalent Payments. Performance Criteria. The Compensation Committee approved performance criteria as ROCE equaling or exceeding COE because it reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company.

If the Compensation Committee certifies that the goal has been met for each performance period, then the tranche of the award that is due to vest for that performance period will vest. If the goal has not been met, then the PBRSUs and associated dividend equivalent payments will be forfeited with no second opportunity to be earned.

COE is calculated using the Capital Asset Pricing Model CAP-M , which is a commonly used financial metric that incorporates the risk-free interest rate the company uses the six-month average of the five-year Treasury rate , the. When determining whether the performance goals have been achieved, the Compensation Committee may exclude losses from discontinued operations, extraordinary losses, unusual losses, the cumulative negative effects of changes in accounting principles and laws, losses on acquisitions or divestitures, losses on foreign exchange transactions, and any unusual, non-recurring losses.

These awards only vest if the Compensation Committee certifies that the applicable performance goals have been achieved. The Compensation Committee chose ROCE compared to COE as criteria that reflects the creation of financial value for stockholders in all phases of the business cycle and measures the earnings power of the company. The Compensation Committee interpreted return on equity as ROCE for the quarters following the issuance of non-cumulative preferred stock in January to maintain continuity throughout the performance period by measuring results with respect to common equity.

The achievement of the performance goals for the tranches of those awards with performance periods ending in were:. Cumulative ROCE. Other Compensation. Executive Benefits and Perquisites. The company provides limited executive perquisites. The Compensation Committee approved certain benefits for Mr. Bettinger in connection with his promotion to President and Chief Executive Officer in , including a car service for commuting purposes, which he has not used, parking, and use of fractionally owned aircraft consistent with company policies.

For named executive officers, the company:. Employee Benefit Plans. The company offers no defined benefit plan, special retirement plan for executives or other nonqualified excess plans to named executive officers. All employees, including executive officers other than Mr. Benefits are available under this plan only in the event of termination of employment on account of job elimination. Under the severance program, executive officers are eligible to receive 15 days of base salary for each year of service with a minimum of seven months and a maximum of 12 months of severance pay.

Schwab is entitled to severance benefits pursuant to his employment agreement described in the narrative to the Summary Compensation Table. Compensation Policies. Stock Ownership Guidelines. The Board of Directors has adopted stock ownership guidelines to promote significant equity ownership by executives and further align their long-term financial interests with those of other stockholders.

Under the guidelines:. The Chief Executive Officer is expected to maintain an investment position in company stock equal to at least five times base salary. All other executive officers are expected to maintain an investment position equal to at least three times base salary. Shares owned directly, shares beneficially owned under company benefit plans, restricted stock, and restricted stock units are included in determining ownership levels, but stock options are not.

The stock ownership guidelines allow the Compensation Committee to take action if the target ownership levels are not met within five years. For , all of the named executive officers had stock ownership exceeding the guidelines, except one recently promoted named executive officer who is on track to meet the guidelines by the applicable deadline. Prohibited speculative trading includes short-term trading, selling short, buying options to open a position and selling uncovered options.

Guidelines for Equity Awards. The company has no program, plan or practice to time the grant of stock-based awards relative to the release of material non-public information or other corporate events. All equity grants to directors and executive officers are approved by the Compensation Committee or the independent directors at regularly scheduled meetings or, in limited cases involving key recruits or promotions, by a special meeting or unanimous written consent.

The grant date is the meeting date or a fixed, future date specified at the time of the grant. Recoupment Policies. The company has a recoupment policy to recover incentive awards granted to executive officers in the event of a significant restatement of financial results due to material noncompliance with financial reporting requirements due to misconduct. In addition, in the event of certain securities law violations, the Compensation Committee reserves the right to reduce or cancel equity awards or require executives to disgorge any profit realized from equity awards.

The company also reserves the right to cancel equity awards of employees who are terminated for cause. As part of this process, the Compensation Committee takes into consideration stockholder views regarding executive compensation that the company receives from time to time.

Risk Assessment. The Compensation Committee reviewed a report by management on incentive compensation practices and policies throughout the company and the potential impact on risk-taking by employees. The report assessed all employee incentive compensation programs with an emphasis on changes made in , reviewed the bank product incentives, and summarized the incentive compensation risk management program implemented under banking regulations.

The report identified the following risk-mitigating factors currently in place:. Bettinger to reward and recognize his accomplishments as CEO. The Compensation Committee believes that Mr. In the first quarter of , the Compensation Committee considered performance criteria for annual cash incentive awards under the Corporate Executive Bonus Plan.

Table of Contents Long-Term Incentives. Walther, Chairman. The following tables show compensation information for the named executive officers: Walter W. It also contains information for James D. McCool, who served as an executive officer for a portion of No bonuses were paid to a named executive officer in the fiscal years shown, except as part of a non-equity incentive plan.

Name and Principal. Schwab 5. Investor Services. Corporate Initiatives. PBRSUs awarded in , and vest only upon satisfaction of the performance conditions of those awards. For the and PBRSUs, the date the Compensation Committee granted the units and the date all significant terms of the award were finalized were the same.

The accounting grant dates. Dividend Equivalents b. Relocation c. Date of Action if Not. Grant Date 1. Maria A. Base Salaries. In , the Compensation Committee increased the base salary for Mr. The Compensation Committee made no other adjustments to base salary for the named executive officers in In , the Compensation Committee increased Mr.

The Compensation Committee made no other adjustments to annual cash incentive targets for the named executive officers in Defined Benefits and Deferred Compensation. The company does not offer defined benefit and actuarial pension plans, special retirement plans or other nonqualified excess plans for executives. The company does not offer above-market or preferential earnings under nonqualified deferred compensation plans or defined contribution plans.

All Other Compensation. Employment Agreement for Mr. The company and Mr. Stockholders approved the amended employment agreement. Schwab agreed to amendments. The amendments do not impact the amount of the payments. Schwab will be entitled to participate in all compensation and fringe benefit programs made available to other executive officers, including stock-based incentive plans.

The employment agreement also provides that certain compensation and benefits will be paid or provided to Mr. Schwab or his immediate family or estate if his employment is terminated involuntarily, except for cause. If an involuntary termination is not due to death, disability or cause:. Schwab will be entitled to receive for a period of 36 months all compensation to which he would have been entitled had he not been terminated, including his then current base salary and participation in all bonus, incentive and other compensation and benefits for which he was or would have been eligible but excluding additional grants under stock incentive plans , and.

If an involuntary termination is due to disability, Mr. Schwab will be entitled to receive:. If an involuntary termination is due to death, a lump sum payment will be made to Mr. If Mr. Schwab voluntarily resigns his employment within 24 months of a change in control of the company, he will be entitled to receive his base salary up to the date of resignation, plus a prorated portion of any bonus or incentive payments payable for the year in which the resignation occurs.

In addition, Mr. Under that arrangement, Mr. For estimated termination and change in control payments and benefits to Mr. The employment agreement prohibits Mr. Schwab from becoming associated with any business competing with the company during the term of the agreement and for a period of five years following a voluntary resignation of employment.

However, that restriction does not apply if Mr. Schwab resigns his employment within 24 months of a change in control of the company. Table of Contents License Agreement for Mr. Under the agreement, Mr. Schwab has assigned to the company all service mark, trademark, and trade name rights to Mr. However, Mr. Schwab has the perpetual, exclusive, irrevocable right to use his name and likeness for any activity other than the financial services business, so long as Mr.

Schwab or by third parties unrelated to the company. Beginning immediately after any termination of his employment, Mr. Schwab will be entitled to use his likeness in the financial services business for some purposes specifically, the sale, distribution, broadcast and promotion of books, videotapes, lectures, radio and television programs, and also any financial planning services that do not directly compete with any business in which the company or its subsidiaries are then engaged or plan to enter within three months.

Beginning two years after any termination of his employment, Mr. Schwab may use his likeness for all other purposes, including in the financial services business, as long as that use does not cause confusion as described above. No cash consideration is to be paid to Mr. Schwab for the name assignment while he is employed by the company or, after his employment terminates, while he is receiving compensation under an employment agreement with the company.

Beginning when all such compensation ceases, and continuing for a period of 15 years, Mr. Schwab or his estate will receive three-tenths of one percent 0. For estimated payments to Mr. Schwab under his license agreement, please refer to the Termination and Change in Control Benefits Table below. The license agreement permits the company to continue using Mr. Thus, without Mr. Salary and.

Cash Long Term Incentive Plan LTIP award agreements may contain provisions for accelerated vesting due to a change in control and provisions for continued pro rata vesting due to death or disability, subject to the achievement of performance goals established at the time such awards were granted. Award payouts remain subject to achievement of performance goals. Charles Schwab Severance Pay Plan.

Employees other than Mr. Schwab are eligible for benefits under the Severance Plan in the event of job elimination, as defined in the plan. Under the Severance Plan, an executive officer is eligible to receive a lump-sum severance pay benefit of base salary equal to 15 business days multiplied by his or her full years of service, with a minimum of seven months and maximum of 12 months of the base salary that would have been payable to the executive officer. Prorated benefits will be provided for partial years of service.

The lump-sum amount is in addition to base salary for the day notice period. An executive officer who becomes entitled to severance benefits under the plan is also eligible to receive a lump-sum payment to cover a portion of the cost of group health plan coverage. The amount of the payment is based upon the period of time for which he or she is eligible to receive severance pay and current COBRA rates for group health plan coverage.

Executive officers are treated as employees during their severance period for purposes of determining their vesting in PBRSUs to the extent performance goals are met or exceeded for the period. Number of Securities Underlying Unexercised Options.

Option Exercise Price. One sixth of the awards vest on each of the first and second anniversary of the grant date and two-thirds of the awards vest on the third anniversary of the grant date, provided that a target performance goal based on ROCE divided by COE for the applicable one, two or three-year performance period preceding the vesting date is met.

Future vesting for these RSUs is as follows:. Value Realized on Vesting. Amounts credited to deferral accounts are adjusted periodically to reflect earnings and losses calculated based on the market return of investment options selected by participants that the company makes available under the plans. Investment options available under the plans are listed mutual funds and the Schwab Managed Retirement Trust Funds.

Participants may make investment changes at any time. Participants generally may elect that payments be made in a single lump sum or in annual installments over a period of four, five, ten or fifteen years. Equity compensation plans approved by stockholders. Equity compensation plans not approved by stockholders. Each share of common stock is entitled to one vote.

Preliminary Proxy Statement. Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to Section No fee required. Fee computed on table below per Exchange Act Rules 14a-6 i 1 and Title of each class of securities to which transaction applies:. Aggregate number of securities to which transaction applies:. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule set forth the amount on which the filing fee is calculated and state how it was determined :.

Proposed maximum aggregate value of transaction:. Total fee paid:. Fee previously paid with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule a 2 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid:. Form, Schedule or Registration Statement No. Filing Party:.

Date Filed:. Stockholders as of the record date are entitled to vote. Please follow the advance registration instructions contained in the proxy statement on page 1. Director Since.

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