<PAGE> 1
As filed with the Securities and Exchange Commission on July 22, 1994
REGISTRATION NO. ____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 94-3025021
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
101 Montgomery Street, San Francisco, CA 94104
(Address of Principal Executive Offices, including zip code)
1992 Stock Incentive Plan
(full title of the plan)
MARY B. TEMPLETON
Senior Vice President, General Counsel
and Corporate Secretary
THE CHARLES SCHWAB CORPORATION
101 Montgomery Street
San Francisco, CA 94104
(415) 627-7000
(name and address, including zip code, and telephone number, including area
code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Aggregate Registration
to be Registered Registered Price Per Offering Fee
Share (1) Price (1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 2,800,000 (2) $72,450,000 $25.875 $24,982.76
=====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), on the basis of the average
of the high and low prices of the registrant's Common Stock on July
15, 1994.
(2) Includes common stock issuable upon exercise of options.
Pursuant to Rule 429, the Prospectus that is a part of this Registration
Statement also relates to up to 3,616,830 shares of Common Stock covered by
Registration Statement No. 33-47842.
Total Number of Pages: 15
Index to Exhibits appears at Page: II-4
<PAGE> 2
Pursuant to General Instruction E to Form S-8, the contents of
the Registrant's Registration Statement No. 33-47842 on Form S-8 relating to
its 1992 Stock Incentive Plan are expressly incorporated herein by reference,
except as modified below.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares registered on this
Registration Statement for issuance upon exercise of options will be passed
upon for the Company by Howard, Rice, Nemerovski, Canady, Robertson, Falk &
Rabkin, A Professional Corporation. As of the date the opinion as to such
validity was filed with the Registration Statement, certain directors of that
law firm owned an aggregate of less than 1% of the Company's Common Stock.
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit
Number
- ------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company, as amended as of
December 1, 1988 (filed as Exhibit 3.3 to the Company's Form 10-K for
the year ended December 31, 1989, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company, as amended as of March 25, 1991
(filed as Exhibit 3.4 to the Company's Form 10-K for the
year ended December 31, 1990, and incorporated herein by reference).
4.3 1992 Stock Incentive Plan, as amended and restated on January 1, 1994
(filed as Exhibit 10.131 to the Company's Form 10-K for the
year ended December 31, 1993, and incorporated herein by reference).
4.4 Form of Nonstatutory Stock Option Agreement for Non-Employee Director
(filed as Exhibit 4.4 to the Company's Registration Statement No. 33-47842
on Form S-8, and incorporated herein by reference).
4.5 Form of Nonstatutory Stock Option Agreement.
4.6 Form of Restricted Shares Agreement.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin,
A Professional Corporation.
23.1 Consent of Deloitte & Touche.
23.2 Consent of counsel (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on the signature page hereof).
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of San
Francisco, State of California on July 21, 1994.
THE CHARLES SCHWAB CORPORATION
By ___________________________________
Mary B. Templeton
Senior Vice President, General
Counsel and Corporate Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below (each, a "Signatory") constitutes and appoints Charles R. Schwab,
Lawrence J. Stupski and Mary B. Templeton (each, an "Agent," and collectively,
"Agents") and each or any one of them, his or her true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith and with this
Registration Statement, with the Securities and Exchange Commission. Each
Signatory further grants to the Agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary, in the judgment of such Agent, to be done in connection with any
such signing and filing, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that said
Agents, or any of them, or their or his or her other substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
II-2
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Charles R. Schwab Chairman, Chief Executive Officer, and July 21, 1994
- -------------------------- Director (principal executive officer)
Charles R. Schwab
/s/ Lawrence J. Stupski Vice Chairman and Director July 21, 1994
- --------------------------
Lawrence J. Stupski
/s/ David S. Pottruck President, Chief Operating Officer July 21, 1994
- -------------------------- and Director
David S. Pottruck
/s/ A. John Gambs Executive Vice President and July 21, 1994
- -------------------------- Chief Financial Officer (principal
A. John Gambs financial and accounting officer)
/s/ Nancy H. Bechtle Director July 21, 1994
- --------------------------
Nancy H. Bechtle
/s/ C. Preston Butcher Director July 21, 1994
- --------------------------
C. Preston Butcher
Director
- --------------------------
Donald G. Fisher
/s/ Anthony M. Frank Director July 21, 1994
- --------------------------
Anthony M. Frank
/s/ James R. Harvey Director July 21, 1994
- --------------------------
James R. Harvey
/s/ Stephen T. McLin Director July 21, 1994
- --------------------------
Stephen T. McLin
/s/ Roger O. Walther Director July 21, 1994
- --------------------------
Roger O. Walther
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Page
- ------ ----------------------- ----
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Company, as __
amended as of December 1, 1988 (filed as Exhibit 3.3 to the
Company's Form 10-K for the year ended December 31,
1989, and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company, as amended __
as of March 25, 1991 (filed as Exhibit 3.4 to the Company's
Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference).
4.3 1992 Stock Incentive Plan, as amended and restated on __
January 1, 1994 (filed as exhibit 10.131 to the Company's
Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference).
4.4 Form of Nonstatutory Stock Option Agreement for Non- __
Employee Director (filed as Exhibit 4.4 to the Company's
Registration Statement No. 33-47842 on Form S-8, and
incorporated herein by reference).
4.5 Form of Nonstatutory Stock Option Agreement. 6
4.6 Form of Restricted Shares Agreement. 12
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Robertson, 14
Falk & Rabkin, A Professional Corporation.
23.1 Consent of Deloitte & Touche. 15
23.2 Consent of counsel (included in Exhibit 5.1 hereto). __
24.1 Power of Attorney (included on the signature page hereof). __
</TABLE>
II-4
<PAGE> 1
EXHIBIT 4.5
THE CHARLES SCHWAB CORPORATION
1992 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into as of ___________________ between
THE CHARLES SCHWAB CORPORATION, a Delaware corporation (the "Company"), and
__________________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Board has adopted and the stockholders of the
Company have approved The Charles Schwab Corporation 1992 Stock Incentive Plan
(the "Plan") in order to provide selected Key Employees and Non-Employee
Directors with an opportunity to acquire Common Shares; and
WHEREAS, the Committee has determined that the Optionee is a
Key Employee and that it would be in the best interests of the Company and its
stockholders to grant the stock option described in this Agreement (the
"Option") to the Optionee as an inducement to enter into or remain in the
service of the Company or its subsidiaries and as an incentive for
extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:
SECTION 1. GRANT OF OPTION.
(a) Option. On the terms and conditions stated below,
the Company hereby grants to the Optionee the option to purchase ________
Common Shares for the sum of $______ per Common Share (the "Exercise Price"),
which is agreed to be 100% of the Fair Market Value thereof on the Date of
Grant. The number of Common Shares subject to this Option and the Exercise
Price shall be subject to adjustment under certain limited circumstances as
provided in Article 10 of the Plan.
(b) 1992 Stock Incentive Plan. This Option is granted
pursuant to the Plan, the provisions of which are incorporated into this
Agreement by reference, and a copy of which is available upon request at no
charge to the Optionee from the Office of the Corporate Secretary of the
Company. In the event of any inconsistency between the provisions of the Plan
and the provisions of this Agreement, the provisions of the Plan shall prevail.
NONSTATUTORY STOCK OPTION AGREEMENT REVISED
<PAGE> 2
(c) Tax Treatment. This Option is not intended to
qualify as an incentive stock option described in Section 422(b) of the Code.
(d) Expiration Date. Notwithstanding any other provision
contained herein, this Option shall expire not later than _________________.
SECTION 2. NO TRANSFER OR ASSIGNMENT OF OPTION.
Except as otherwise provided in this Agreement or as permitted
by the Plan, this Option, and any interest therein, shall not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to sale under execution, attachment or
similar process.
SECTION 3. RIGHT TO EXERCISE OPTION.
(a) Vesting. This Option shall become exercisable by the
Optionee with respect to the total number of Common Shares subject to this
Option as set forth under Section 1(a) above (the "Total Award Common Shares")
on the following vesting schedule (check only one box), subject to the
continued employment of the Optionee by the Company or its subsidiaries on each
date either set forth below or determined with reference to the Date of Grant:
[ ] 100% of the Total Award Common Shares immediately as of the
Date of Grant.
[ ] On the schedule attached hereto as Exhibit A.
[ ] In annual increments of twenty-five percent (25%) of the Total
Award Common Shares beginning on the first anniversary of the
Date of Grant, such that (i) no portion of this Option will be
exercisable prior to such first anniversary of the Date of
Grant; (ii) upon and after such first anniversary of the Date
of Grant, the Optionee may purchase up to twenty-five percent
(25%) of the Total Award Common Shares; (iii) upon the second,
third and fourth anniversaries of the Date of Grant,
respectively, the Optionee may purchase an additional
twenty-five percent (25%) of the Total Award Common Shares, so
that this Option shall become fully exercisable, subject to
the Optionee's continued employment with the Company or its
subsidiaries, on the fourth anniversary of the Date of Grant.
(b) Minimum Number of Shares. This Option shall be
exercisable for at least 100 Common Shares (without regard to adjustments to
the number of Common Shares subject to this Option pursuant to Article 10 of
the Plan) or, if less, all of the remaining Common Shares subject to this
Option.
NONSTATUTORY STOCK OPTION AGREEMENT REVISED
<PAGE> 3
SECTION 4. EXERCISE OF OPTION.
(a) Notice of Exercise. The Optionee or the Optionee's
representative may exercise this Option by giving written notice to the Office
of the Corporate Secretary of the Company pursuant to Section 9(d). The notice
shall specify the election to exercise this Option, the date of exercise, the
number of Common Shares for which it is being exercised and the form of
payment. The notice shall be signed by the person or persons exercising this
Option. In the event that this Option is being exercised by the representative
of the Optionee, the notice shall be accompanied by proof satisfactory to the
Company of the representative's right to exercise this Option. The Purchase
Price shall be paid in a form that conforms to Sections 6.1 through 6.3 of the
Plan at the time such notice is given.
(b) Issuance of Shares. After receiving a proper notice
of exercise, the Company shall cause to be issued a certificate or certificates
for the Common Shares as to which this Option has been exercised, registered in
the name of the person exercising this Option. The Company shall cause such
certificate or certificates to be delivered to or upon the order of the person
exercising this Option.
SECTION 5. TERM.
(a) Basic Term. This Option shall in any event expire on
the date specified in Section 1(d).
(b) Termination of Employment. Upon the Optionee's
termination of employment with the Company and its subsidiaries for any reason,
whether as a result of death, Permanent Disability or any other involuntary or
voluntary event of termination (including a termination as may be provided for
or determined under an employment contract, if any, entered into between the
Company or its subsidiary and the Optionee) (each, a "Termination Event"), no
unvested portion of the Total Award Common Shares thereafter shall vest or
become exercisable. With respect to the vested or exercisable portion of the
Total Award Common Shares as of the date of such a Termination Event, this
Option shall expire on the earlier of the expiration date specified in Section
1(d) or the first (1st) anniversary of the date of such a Termination Event,
provided that if as of the date of such a Termination Event the Optionee has
been continuously employed by the Company or any of its subsidiaries for at
least seven (7) years, then this Option shall expire on the earlier of the
expiration date specified in Section 1(d) or the second (2nd) anniversary of
the date of such a Termination Event.
SECTION 6. LEGALITY OF INITIAL ISSUANCE.
No Common Shares shall be issued upon the exercise of this
Option unless and until the Company has determined that:
NONSTATUTORY STOCK OPTION AGREEMENT REVISED
<PAGE> 4
(a) A registration statement for the Common Shares is
effective under the Securities Act or an exemption from the
registration requirements thereof has been perfected;
(b) Any applicable listing requirement of any stock
exchange on which Common Shares are listed has been satisfied; and
(c) Any other applicable provisions of state or federal
law have been satisfied.
SECTION 7. NO REGISTRATION RIGHTS.
The Company may, but shall not be obligated to, register or
qualify the Common Shares for resale or other disposition by the Optionee under
the Securities Act or any other applicable law.
SECTION 8. RESTRICTIONS ON TRANSFER OF SHARES.
(a) Restrictions. Regardless of whether the offering and
sale of Common Shares under the Plan have been registered under the Securities
Act or have been registered or qualified under the securities laws of any
state, the Company may impose restrictions upon the sale, pledge or other
transfer of such Common Shares (including the placement of appropriate legends
on stock certificates) if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state or any other
law.
(b) Investment Intent at Exercise. If the Common Shares
under the Plan are not registered under the Securities Act but an exemption is
available which requires an investment representation or other representation,
the Optionee shall represent and agree at the time of exercise that the Common
Shares being acquired upon exercising this Option are being acquired for
investment, and not with a view to the sale or distribution thereof, and shall
make such other representations as are deemed necessary or appropriate by the
Company and its counsel.
(c) Administration. Any determination by the Company and
its counsel in connection with any of the matters set forth in this Section 8
shall be conclusive and binding on the Optionee and all other persons.
SECTION 9. MISCELLANEOUS PROVISIONS.
(a) Withholding Taxes. To the extent required by
applicable federal, state, local or foreign law, the recipient of any payment
or distribution under the Plan shall make arrangements satisfactory to the
Company for the satisfaction of any withholding tax obligations that arise by
reason of such payment or distribution. The Company shall not be required to
make such payment or distribution until such obligations are satisfied.
NONSTATUTORY STOCK OPTION AGREEMENT REVISED
<PAGE> 5
(b) Rights as a Stockholder. Neither the Optionee nor
the Optionee's representative shall have any rights as a stockholder with
respect to any Common Shares subject to this Option until certificates for such
Common Shares have been issued in the name of the Optionee or the Optionee's
representative.
(c) No Employment Rights. Nothing in this Agreement
shall be construed as giving the Optionee the right to be retained as an
employee of the Company or its subsidiaries. The Company reserves the right to
terminate the Optionee's employment at any time for any reason, subject to the
Optionee's employment contract, if any.
(d) Notice. Any notice required by the terms of this
Agreement shall be given in writing and shall be deemed effective upon personal
delivery or upon deposit with the appropriate postal service, by registered or
certified mail with postage and fees prepaid and addressed to the party
entitled to such notice at the address shown below such party's signature on
this Agreement, or at such other address as such party may designate by ten
(10) days advance written notice to the other party to this Agreement.
Notwithstanding the foregoing, no notice of exercise, as required by Section
4(a), shall be effective until actual receipt thereof by the Office of the
Corporate Secretary of the Company.
(e) Entire Agreement. This Agreement and the Plan
constitute the entire agreement between the parties hereto with regard to the
subject matter hereof.
(f) Choice of Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of California, as such
laws are applied to contracts entered into and performed in such State.
SECTION 10. DEFINITIONS.
(a) Capitalized terms defined in the Plan shall have the
same meaning when used in this Agreement.
(b) "Date of Grant" shall mean the date of this
Agreement, which is the date first written above.
(c) "Permanent Disability" shall mean that the Optionee
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which has lasted, or can
be expected to last, for a continuous period of not less than twelve (12)
months or which can be expected to result in death.
(d) "Purchase Price" shall mean the Exercise Price
multiplied by the number of Common Shares with respect to which this Option is
being exercised.
(e) "Securities Act" shall mean the Securities Act of
1933, as amended.
NONSTATUTORY STOCK OPTION AGREEMENT REVISED
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its officer duly authorized to act on behalf of the
Committee, and the Optionee has personally executed this Agreement.
THE CHARLES SCHWAB CORPORATION
By:______________________________________
Its: Chairman and Chief Executive Officer
Company's Address:
101 Montgomery Street
San Francisco, California 94104
OPTIONEE
-----------------------------------------
Date: ___________________________________
Optionee's Address (please print):
-----------------------------------------
-----------------------------------------
Optionee's Social Security Number:
NONSTATUTORY STOCK OPTION AGREEMENT REVISED
<PAGE> 1
EXHIBIT 4.6
RESTRICTED SHARES AWARD AGREEMENT
<TABLE>
<S> <C> <C> <C>
GRANTED TO: SOCIAL SECURITY NO. GRANT DATE NUMBER OF RESTRICTED
SHARES
</TABLE>
THE CHARLES SCHWAB CORPORATION, A DELAWARE CORPORATION (THE "COMPANY"), HEREBY
GRANTS YOU (THE "GRANTEE") AN AWARD OF RESTRICTED SHARES AS OF THE GRANT DATE
SHOWN ABOVE (THE "RESTRICTED SHARES"), SUBJECT TO ALL THE TERMS AND CONDITIONS
IN THIS AGREEMENT AND THE 1992 STOCK INCENTIVE PLAN (THE "PLAN"). THIS GRANT
IS MADE AS A SEPARATE INCENTIVE IN CONNECTION WITH YOUR EMPLOYMENT AND NOT IN
LIEU OF ANY SALARY OR OTHER COMPENSATION FOR YOUR SERVICES.
RESTRICTION ON TRANSFER.
THE RESTRICTED SHARES AWARDED UNDER THIS AGREEMENT WILL BE ISSUED IN YOUR NAME
AND HELD BY THE SECRETARY OF THE COMPANY AS ESCROW AGENT (THE "ESCROW AGENT"),
AND MAY NOT BE SOLD, TRANSFERRED, OTHERWISE DISPOSED OF, PLEDGED OR OTHERWISE
HYPOTHECATED (WHETHER VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW OR
OTHERWISE). UNTIL AFTER _________________ (THE "RESTRICTION ON TRANSFER"). THE
CERTIFICATE OR CERTIFICATES REPRESENTING SUCH SHARES SHALL BE DELIVERED BY THE
ESCROW AGENT TO YOU ONLY AFTER __________________ AND AFTER ALL OTHER TERMS AND
CONDITIONS IN THIS AGREEMENT HAVE BEEN SATISFIED.
IF YOU TRY TO TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THE
RESTRICTED SHARES OR OF ANY RIGHT OR PRIVILEGE PROVIDED IN THIS AGREEMENT OR
UNDER THE PLAN BEFORE THE RESTRICTION ON TRANSFER IS LIFTED, OR IF YOU TRY TO
SELL THIS AWARD UNDER ANY EXECUTION, ATTACHMENT OR SIMILAR PROCESS, THIS AWARD
AND THE RIGHTS AND PRIVILEGES PROVIDED IN THIS AGREEMENT WILL IMMEDIATELY
BECOME NULL AND VOID.
LIFTING OF RESTRICTION ON TRANSFER
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE RESTRICTION ON
TRANSFER WILL BE LIFTED AND THE CERTIFICATE OR CERTIFICATES REPRESENTING THE
RESTRICTED SHARES WILL BE DELIVERED TO YOU OR YOUR ESTATE IN THE FOLLOWING
CIRCUMSTANCES:
(1) IN THE EVENT OF YOUR DEATH, PERMANENT DISABILITY OR RETIREMENT. FOR
PURPOSES OF THIS AGREEMENT, "PERMANENT DISABILITY" SHALL MEAN THAT YOU
ARE UNABLE TO ENGAGE IN ANY SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF
ANY MEDICALLY DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT WHICH HAS
LASTED, OR CAN BE EXPECTED TO LAST, FOR A CONTINUOUS PERIOD OF NOT
LESS THAN TWELVE (12) MONTHS OR WHICH CAN BE EXPECTED TO RESULT IN
DEATH;
(2) IN THE EVENT THAT THE COMPENSATION COMMITTEE (THE "COMMITTEE")
DETERMINES THAT A CHANGE IN CONTROL OF THE COMPANY HAS OCCURRED, OR IN
THE EVENT OF THE LIQUIDATION OR DISSOLUTION OF THE COMPANY; OR
(3) IN THE EVENT THAT THE COMMITTEE DECIDES, IN ITS ABSOLUTE DISCRETION,
TO LIFT THE RESTRICTION ON TRANSFER OF THE RESTRICTED SHARES.
VESTING AND RIGHTS AS A STOCKHOLDER.
SUBJECT TO THE RESTRICTION ON TRANSFER, THE RESTRICTED SHARES AWARDED BY THIS
AGREEMENT SHALL BE 100% VESTED AS OF THE DATE OF THIS AGREEMENT.
AFTER THE SHARES ARE ISSUED, RECORDED AND DELIVERED TO THE ESCROW AGENT, YOU
WILL HAVE ALL RIGHTS OF A STOCKHOLDER OF THE COMPANY WITH RESPECT TO VOTING
SUCH SHARES AND RECEIPT OF DIVIDENDS AND DISTRIBUTIONS ON SUCH SHARES.
IF THE COMPANY'S COMMON STOCK IS INCREASED, REDUCED OR OTHERWISE CHANGED AS A
RESULT OF A STOCK DIVIDEND, STOCK SPLIT, RECLASSIFICATION, RECAPITALIZATION,
COMBINATION OF SHARES OR THE ADJUSTMENT IN CAPITAL STOCK OF THE COMPANY OR
OTHERWISE, OR AS A RESULT OF A MERGER, CONSOLIDATION, SPIN-OFF OR OTHER
REORGANIZATION, YOU, AS AN OWNER OF THESE RESTRICTED SHARES (THE "PRIOR
SHARES") WILL BE ENTITLED TO NEW OR ADDITIONAL OR DIFFERENT SHARES OF STOCK OR
SECURITIES (OTHER THAN RIGHTS OR WARRANTS TO PURCHASE SECURITIES). SUCH NEW OR
ADDITIONAL OR DIFFERENT SHARES OF SECURITIES WILL BE CONSIDERED TO BE
RESTRICTED SHARES AND WILL BE SUBJECT TO ALL OF THE CONDITIONS AND RESTRICTIONS
WHICH WERE APPLICABLE TO THE PRIOR SHARES. IF YOU RECEIVE RIGHTS OR WARRANTS
WITH RESPECT TO ANY PRIOR SHARES, SUCH RIGHTS OR WARRANTS MAY BE HELD OR
EXERCISED BY YOU PROVIDED THAT UNTIL SUCH EXERCISE ANY SUCH RIGHTS OR WARRANTS
AND AFTER SUCH EXERCISE ANY SHARES OR OTHER SECURITIES ACQUIRED BY THE EXERCISE
OF SUCH RIGHTS OR WARRANTS WILL BE CONSIDERED TO BE RESTRICTED SHARES AND WILL
BE SUBJECT TO ALL OF THE CONDITIONS AND RESTRICTIONS WHICH WERE APPLICABLE TO
THE PRIOR SHARES. THE COMMITTEE IN ITS ABSOLUTE DISCRETION AT ANY TIME MAY
LIFT THE RESTRICTION ON TRANSFER ON ALL OR ANY PORTION OF SUCH NEW OR
ADDITIONAL SHARES OF STOCK OR SECURITIES, RIGHTS OR WARRANTS TO PURCHASE
SECURITIES OR SHARES OR OTHER SECURITIES ACQUIRED BY THE EXERCISE OF SUCH
RIGHTS OR WARRANTS.
<PAGE> 2
PAYMENT OF PAR VALUE AND TAX WITHHOLDING
THE COMPANY WILL CONTRIBUTE TO THE CAPITAL OF THE COMPANY FOR YOU, AS AN AWARD
RECIPIENT, AN AMOUNT EQUAL TO THE PAR VALUE OF THE RESTRICTED SHARES ISSUED
UNDER THIS AGREEMENT, NOTWITHSTANDING THE PROVISIONS OF SECTION 7.2 OF THE
PLAN.
THE COMPANY WILL PAY TO THE APPLICABLE TAXING AUTHORITIES THE AMOUNTS NECESSARY
TO SATISFY ANY INCOME TAX WITHHOLDING OBLIGATIONS THAT ARISE BECAUSE OF THE
ISSUANCE TO YOU OF THE RESTRICTED SHARES, NOTWITHSTANDING THE PROVISIONS OF
SECTION 13.1 OF THE PLAN. THE COMPANY WILL PAY YOU, ON OR BEFORE THE LAST DAY
OF 1993, AN ADDITIONAL AMOUNT (THE "GROSS-UP AMOUNT") EQUAL TO THE U.S. FEDERAL
AND STATE INCOME TAXES REQUIRED TO BE PAID BY YOU (AFTER TAKING INTO ACCOUNT
WITHHOLDING TAXES PAID ON YOUR BEHALF) BECAUSE OF THE ISSUANCE OF THESE
RESTRICTED SHARES, THE PAYMENT OF ANY RELATED WITHHOLDING TAXES AND THE PAYMENT
OF THE GROSS-UP AMOUNT. TO DETERMINE THE GROSS-UP AMOUNT, YOU WILL BE DEEMED
TO BE SUBJECT TO U.S. FEDERAL AND STATE INCOME TAXES AT THE HIGHEST STATED
MARGINAL RATES OF TAXATION APPLICABLE TO YOUR ORDINARY INCOME DURING 1993, LESS
THE MAXIMUM REDUCTION IN FEDERAL INCOME TAXES WHICH COULD BE OBTAINED FROM
DEDUCTION OF SUCH STATE INCOME TAXES. IN MAKING THE TAX CALCULATION, YOU WILL
BE TREATED AS HAVING NO DEDUCTIONS OR CREDITS AVAILABLE TO REDUCE YOUR INCOME
TAXES AND AS IF YOU HAD NO GROSS INCOME DURING 1993 OTHER THAN FROM YOUR
EMPLOYMENT WITH THE COMPANY.
THE PAYMENT OF THE AMOUNT BY THE COMPANY TO OR FOR YOUR BENEFIT DESCRIBED IN
THE ABOVE PARAGRAPHS, WILL BE TREATED AS ADDITIONAL COMPENSATION PAID TO YOU,
SUBJECT TO WITHHOLDING AS REQUIRED BY APPLICABLE LAW.
PLAN ADMINISTRATION
THE COMMITTEE SHALL HAVE THE POWER TO INTERPRET AND CONSTRUE THE PLAN AND THIS
AGREEMENT, TO ADOPT SUCH RULES FOR THE ADMINISTRATION, INTERPRETATION AND
APPLICATION OF THE PLAN AND TO INTERPRET OR REVOKE ANY SUCH RULES. ALL ACTIONS
TAKEN AND ALL INTERPRETATIONS AND DETERMINATIONS MADE BY THE COMMITTEE IN GOOD
FAITH SHALL BE FINAL AND BINDING UPON YOU, YOUR ESTATE, THE COMPANY AND ALL
OTHER INTERESTED PERSONS. NO MEMBER OF THE COMMITTEE SHALL BE PERSONALLY
LIABLE FOR ANY ACTION, DETERMINATION OR INTERPRETATION MADE IN GOOD FAITH WITH
RESPECT TO THE PLAN OR THIS AGREEMENT.
THIS AGREEMENT IS SUBJECT TO ALL THE TERMS AND PROVISIONS OF THE PLAN. IN THE
EVENT OF A CONFLICT BETWEEN ONE OR MORE PROVISIONS OF THIS AGREEMENT AND ONE OR
MORE PROVISIONS OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL GOVERN. TERMS
USED IN THIS AGREEMENT THAT ARE NOT DEFINED IN THIS AGREEMENT SHALL HAVE THE
MEANING SET FORTH IN THE PLAN.
SUBJECT TO THE LIMITATION ON THE TRANSFERABILITY OF THE RESTRICTED SHARES, THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE HEIRS,
LEGATEES, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF YOU AND THE COMPANY.
ANY NOTICE TO BE GIVEN TO THE COMPANY UNDER THE TERMS OF THIS AGREEMENT SHALL
BE WRITTEN AND ADDRESSED TO THE COMPANY, IN CARE OF ITS SECRETARY, 101
MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94104, OR AT ANOTHER ADDRESS THE
COMPANY MAY DESIGNATE IN WRITING. ANY NOTICE GIVEN TO YOU SHALL BE ADDRESSED
TO YOU AT THE ADDRESS GIVEN BELOW UNDER YOUR SIGNATURE, OR AT ANY SUBSEQUENT
ADDRESS YOU MAY DESIGNATE IN WRITING.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE, SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT HAVE ANY EFFECT ON THE REMAINING
PROVISIONS OF THIS AGREEMENT.
THE CHARLES SCHWAB CORPORATION
BY: _____________________________________
TITLE:______________________________________
I, THE ABOVE NAMED GRANTEE, BY AFFIXING MY SIGNATURE BELOW,
ACKNOWLEDGE RECEIPT OF THIS RESTRICTED SHARE AGREEMENT AND
AGREE TO THE TERMS AND CONDITIONS STATED ABOVE.
_____________________________________________________________
(SIGNATURE OF GRANTEE) (DATE)
_____________________________________________________________
_____________________________________________________________
(ADDRESS)
RETURN TO: THE CHARLES SCHWAB CORPORATION
SECRETARY
101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD]
July 21, 1994
The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
Ladies and Gentlemen:
You have requested our opinion as to certain matters in
connection with the filing by The Charles Schwab Corporation (the "Company") of
a Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering up to 2,800,000 shares of the
Company's Common Stock, $.01 par value, (the "Shares") issuable under its 1992
Stock Incentive Plan as amended and restated on January 1, 1994 (the "Plan")
either (i) pursuant to the exercise of options to purchase a specified number
of Shares, (ii) upon the satisfaction of certain specified conditions in the
case of performance share awards, or (iii) outright as restricted stock.
For purposes of this opinion, we have examined the
Registration Statement and related prospectus, the Company's Restated
Certificate of Incorporation and Amended and Restated Bylaws, as amended, the
Plan and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are
of the opinion that the Shares, when issued and sold (i) upon exercise of
options, (ii) upon satisfaction of conditions to issuance in the case of
performance share
<PAGE> 2
The Charles Schwab Corporation
July 21, 1994
Page 2
awards, or (iii) outright in the case of restricted stock, in accordance with
the Plan, the stock option and stock award agreements entered into pursuant
to the Plan and the Registration Statement, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HOWARD, RICE, NEMEROVSKI, CANADY
ROBERTSON, FALK & RABKIN
A Professional Corporation
By: /s/ Karen Stevenson
----------------------------
Karen Stevenson
<PAGE> 1
EXHIBIT 23.1
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Charles Schwab Corporation on Form S-8 of our reports dated February 17,
1994 (February 25, 1994 as to Subsequent Event note) appearing in and
incorporated by reference in the Annual Report on Form 10-K of The Charles
Schwab Corporation for the year ended December 31, 1993.
DELOITTE & TOUCHE
July 18, 1994
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