Delaware
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94-3025021
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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The compensation for Mr. Bettinger will be effective October 1, 2008 and consists of the following:
- An annual base salary of $900,000;
- A target annual cash incentive payment of 375% of his base salary;
- Long-term compensation grant of equity awards valued at $10,000,000 on the date of the grant, which will be October 1, 2008. The award will consist of stock options with a value of $7,000,000 and restricted stock with a value of $3,000,000;
- Use of a car service for business and commuting purposes; and
- Continued use of corporate aircraft consistent with company policy.
The stock options will vest 15% on each of the first, second, third, and fourth anniversary of the grant date and 40% on the fifth anniversary of the grant date and have a term of seven years. The number of stock options will be determined by dividing $7,000,000 by the fair value of an option on the date of grant, and the exercise price of the stock options will be the closing price of a share of CSC's common stock on the date of grant. The number of restricted shares will be determined by dividing $3,000,000 by the fair market value of a share of CSC's common stock on the date of grant, which will be determined by the average of the high and low price of a share of CSC's common stock on the date of grant. The restricted shares will vest 25% on the third anniversary of the grant date and 75% on the fourth anniversary of the grant date.
The compensation for Mr. Schwab will be effective October 1, 2008 and consists of the following:
- An annual base salary of $500,000;
- A target annual cash incentive payment of 250% of his base salary;
- Continued provision of a driver and vehicle costs for business and commuting purposes; and
- Continued provision of security services.
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The Charles Schwab Corporation
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Date: September 12, 2008
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By:
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/s/ Joseph R. Martinetto
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Joseph R. Martinetto
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Executive Vice President and Chief Financial Officer
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