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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_]CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
THE CHARLES SCHWAB CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(1) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[LOGO OF THE CHARLES SCHWAB CORPORATION APPEARS HERE]
March 22, 1996
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders which
will be held May 6, 1996 at 2 p.m. in the Grand Ballroom of the ANA Hotel,
located at 50 Third Street (between Market and Mission Streets) in San
Francisco, California.
The meeting will provide an opportunity for you to hear a report on 1995
operations, to meet your directors and executive officers, and to participate
in the meeting.
At the meeting you will be asked to elect ten directors to serve until their
successors are elected, to increase the authorized number of shares of Common
Stock and to approve amendments to the Company's 1992 Stock Incentive Plan.
You will also be asked to vote upon important proposed amendments to the
Company's Certificate of Incorporation, which may have the effect of supporting
incumbent directors and management and rendering the accomplishment of certain
transactions involving a potential change in control of the Company more
difficult. We believe, however, that the resulting continuity will enhance the
experience and expertise of your directors and will facilitate long term
planning, strategy and policy. We also believe adoption of these amendments
will enhance the ability of the Board to effectively negotiate on behalf of the
stockholders on issues of corporate control.
The matters expected to be acted upon are more fully described in the Proxy
Statement which follows.
To ensure that your shares are represented at the meeting, please complete,
sign and date the enclosed proxy and return it promptly in the envelope
provided. You may revoke your proxy at any time before it is voted.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Charles R. Schwab /s/ Lawrence J. Stupski /s/ David S. Pottruck
CHARLES R. SCHWAB LAWRENCE J. STUPSKI DAVID S. POTTRUCK
Chairman of the Board
and Vice Chairman of the Board President and Chief Operating
Chief Executive Offi-
cer Officer
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THE CHARLES SCHWAB CORPORATION
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1996
----------------
The Annual Meeting of Stockholders of The Charles Schwab Corporation, a
Delaware corporation (the "Company"), will be held on Monday, May 6, 1996 at 2
p.m. in the Grand Ballroom of the ANA Hotel, located at 50 Third Street
(between Market and Mission Streets) in San Francisco, California, for the
following purposes:
1. To elect ten directors to serve until their successors are elected.
2. To increase the authorized number of shares of Common Stock.
3. To approve an amendment to the 1992 Stock Incentive Plan.
4. To approve amending the Certificate of Incorporation to (a) classify the
Board of Directors into three classes; (b) provide that directors may be
removed only for cause and only with the approval of the holders of at
least 80% of the voting power of the Company; (c) provide that any
vacancy on the Board shall be filled by the remaining directors then in
office, even if the remaining directors constitute less than a quorum;
(d) require that stockholder action be taken only at a duly called
annual meeting or special meeting of stockholders and prohibit
stockholder action by written consent; (e) provide that advance notice
of stockholder nominations for the election of directors and the
introduction of business to be considered at a meeting shall be given as
set forth in the Bylaws; (f) eliminate cumulative voting; and (g)
require the concurrence of the holders of at least 80% of the voting
power of the Company to alter, amend or repeal, or to adopt any
provision inconsistent with, the foregoing amendments.
5. To consider and act upon such other business as may properly come before
the meeting, and all adjournments and postponements thereof.
The Board has fixed the close of business on March 8, 1996 as the record date
for the determination of stockholders entitled to notice of, and to vote at,
the Annual Meeting. A complete list of such stockholders of record will be
available at 101 Montgomery Street, San Francisco, California, prior to the
Annual Meeting.
By Order of the Board of Directors,
/s/ Mary B. Templeton
MARY B. TEMPLETON
Corporate Secretary
March 22, 1996
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TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE COMPLETE
AND PROMPTLY MAIL YOUR PROXY IN THE RETURN POSTAGE PREPAID ENVELOPE PROVIDED.
THIS WILL NOT PREVENT YOU FROM REQUESTING A TICKET TO ATTEND THE MEETING AND
VOTING IN PERSON, SHOULD YOU SO DESIRE.
- --------------------------------------------------------------------------------
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THE CHARLES SCHWAB CORPORATION
101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104
----------------
PROXY STATEMENT
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Charles Schwab Corporation, a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on May 6, 1996. This Proxy Statement and form of
proxy are being mailed to stockholders on or about March 22, 1996.
Shares represented by a properly executed proxy received by the Company in
time to permit its use at the Annual Meeting will be voted as indicated on the
proxy. Stockholders may revoke the authority granted by their proxies at any
time before the exercise of the powers conferred thereby by notice in writing
delivered to the Secretary of the Company; by submitting a subsequently dated
proxy; or by attending the Annual Meeting, withdrawing the proxy and voting in
person.
It is proposed that action will be taken at the Annual Meeting to elect ten
directors, to increase the authorized number of shares of Common Stock, to
approve an amendment to the 1992 Stock Incentive Plan and to approve amending
the Company's Certificate of Incorporation to (a) classify the Board of
Directors into three classes; (b) provide that directors may be removed only
for cause and only with the approval of the holders of at least 80% of the
voting power of the Company; (c) provide that any vacancy on the Board shall be
filled by the remaining directors then in office, even if the remaining
directors constitute less than a quorum; (d) require that stockholder action be
taken only at a duly called annual meeting or special meeting of stockholders
and prohibit stockholder action by written consent; (e) provide that advance
notice of stockholder nominations for the election of directors and the
introduction of business to be considered at a meeting shall be given as set
forth in the Bylaws; (f) eliminate cumulative voting; and (g) require the
concurrence of the holders of at least 80% of the voting power of the Company
to alter, amend or repeal, or to adopt any provision inconsistent with, the
foregoing amendments. The Board of Directors knows of no other business for
consideration at the Annual Meeting. If any other matters are properly
presented at the Annual Meeting or any adjournment or postponement thereof, it
is the intention of the persons named in the proxy to vote, or otherwise to
act, in accordance with their judgment on such matters.
The expense of this proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone, telegraph or other means by employees of the Company or its
subsidiaries without additional compensation. The Company will reimburse
brokerage firms and other nominees, custodians and fiduciaries for costs
incurred by them in mailing proxy materials to the beneficial owners of shares
held of record by such persons.
The Company became a publicly held company in September, 1987 through an
initial public offering of its common stock, $0.01 par value (the "Common
Stock"). As used in this Proxy Statement, "Schwab" means
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Charles Schwab & Co., Inc. All share and per share figures (including market
values) in this Proxy Statement have been adjusted to reflect a two-for-one
split of the Common Stock payable on September 1, 1995, effected in the form of
a 100 percent stock dividend.
VOTING
At the close of business on March 8, 1996 there were outstanding and
entitled to vote at the Annual Meeting 174,823,199 shares of Common Stock. Each
share of Common Stock outstanding on that date entitles the stockholder of
record on that date to one vote on each matter to be voted upon at the Annual
Meeting, except that voting for the election of directors may be cumulative. A
majority of all shares represented in person or by proxy at the Annual Meeting
constitutes a quorum for the transaction of business at the meeting. Under
applicable Delaware law, abstentions are considered as shares present and
entitled to vote and therefore will have the same effect as a vote against a
matter presented at the meeting. Brokers (other than Schwab) who hold shares in
street name for customers have the authority under applicable New York Stock
Exchange rules to vote on the election of directors. Schwab is entitled to vote
such shares only in the same proportion as the Company's shares are voted by
all record holders. With respect to all other matters presented for a vote,
shares as to which brokers do not have discretionary voting authority from
their customers or authority under the New York Stock Exchange rules to vote on
a particular matter are considered under Delaware law as shares not entitled to
vote with respect to such matter, but are counted toward the establishment of a
quorum.
The Company's Certificate of Incorporation currently contains a provision for
cumulative voting for the election of directors. A stockholder intending to
cumulate votes for the election of directors must notify the Company of such
intention prior to the commencement of the voting for directors by so
indicating on the proxy or by attending the meeting. If any stockholder has
given such notice, every stockholder may cumulate votes for candidates placed
in nomination prior to the voting. Cumulative voting rights entitle a
stockholder to cast a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which that stockholder's shares
are entitled without cumulative voting, and all such votes may be cast for a
single candidate or may be distributed among any or all of the candidates. The
persons named in the proxy will, unless authority to do so is withheld,
exercise their discretion with respect to the cumulative voting of shares
represented by proxy in order to assure the election of as many of the nominees
of the Board of Directors as possible.
Participants in the Charles Schwab Profit Sharing and Employee Stock
Ownership Plan (the "Profit Sharing Plan") are entitled to instruct the
purchasing agent of the Profit Sharing Plan how to vote all shares of Common
Stock which are allocated to participants' individual accounts under the
Employee Stock Ownership Plan ("ESOP") component of the Profit Sharing Plan, as
well as participants' proportionate interest in shares of Common Stock held for
the benefit of participants under the Profit Sharing and Salary Deferral
components of the Profit Sharing Plan ("non-ESOP components"). Participants
will receive individual proxies for the voting of such shares. If the
purchasing agent does not receive voting instructions
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from participants with respect to all such shares, the unvoted shares will be
voted in the same proportion as the shares for which voting instructions were
received by the purchasing agent, unless the purchasing agent is required to
exercise its discretion in voting such shares pursuant to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Shares held by
the Profit Sharing Plan under the ESOP component that have not yet been
allocated to the ESOP accounts of individual participants will be voted by the
purchasing agent in the same proportion as the votes cast by all shares voted
by Profit Sharing Plan participants, unless the purchasing agent is required to
exercise its discretion in voting such shares pursuant to ERISA. A proxy given
by any shareholder participating in the Company's Dividend Reinvestment and
Stock Purchase Plan will govern the voting of all shares of Common Stock held
for such stockholder's account under that Plan.
As of March 8, 1996, the current directors of the Company, executive
officers, and senior officers of the Company and its subsidiaries owned and
have the right to vote an aggregate of 46,924,369 shares, which, together with
an aggregate of 1,193,869 shares allocated to the ESOP accounts or held for the
benefit of such executive and senior officers as participants in the non-ESOP
components of the Profit Sharing Plan, represents approximately 28% of the
shares entitled to vote at the Annual Meeting. As of March 8, 1996, the Profit
Sharing Plan also held an aggregate of 16,287,366 shares that have been
allocated to the ESOP accounts or held in the non-ESOP components for the
benefit of other Profit Sharing Plan participants, and an aggregate of
1,365,508 unallocated shares that will be voted at the Annual Meeting in the
same proportion as the votes cast by all shares voted by Profit Sharing Plan
participants, subject to the requirements of ERISA. As a consequence, it is
highly likely that the current directors, executive officers, senior officers
and the Profit Sharing Plan participants will be able to elect the Board of
Directors of the Company and approve the proposals contained herein.
ELECTION OF DIRECTORS
The Board of Directors has nominated and recommends the election of each of
the nominees set forth below as a director of the Company. If the proposed
amendments to the Certificate of Incorporation concerning classification of the
Board are adopted, three directors will be elected for a term expiring at the
Annual Meeting in 1997, three directors will be elected for a term expiring at
the Annual Meeting in 1998 and four directors will be elected for a term
expiring at the Annual Meeting in 1999 (or, in all cases, until their
respective successors are elected and qualified). If those amendments are not
adopted, all ten directors will be elected for a term expiring at the Annual
Meeting in 1997 (or until their respective successors are elected and
qualified). Unless otherwise indicated on any proxy, the persons named on the
enclosed proxy intend to vote the shares it represents for all of the nominees
whose biographical sketches appear below for either the following terms if the
amendments to the Articles of Incorporation are adopted: David S. Pottruck,
Nancy H. Bechtle and C. Preston Butcher for a term expiring at the Annual
Meeting in 1997; Lawrence J. Stupski, Donald G. Fisher and Anthony M. Frank for
a term expiring at the Annual Meeting in 1998; Charles R. Schwab, James R.
Harvey, Stephen T. McLin and Roger O. Walther for a term expiring at the Annual
Meeting in 1999; or for a term expiring for all nominees at the Annual Meeting
in 1997 if the amendments to
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the Articles of Incorporation are not adopted. The persons named in the proxy
intend, unless authorization to do so is withheld, to vote for the election of
the nominees named below. The ten nominees receiving the greatest number of
votes will be elected directors of the Company for the terms discussed above.
Should any nominee become unavailable to serve as a director, the proxies will
be voted for such other person as the Board of Directors may designate, or the
number of authorized directors may be reduced.
The information below is provided with respect to each nominee for election
as a director of the Company, each of whom is currently serving as a director.
There are no family relationships among any directors or executive officers of
the Company.
Charles R. Schwab, age 58, was a founder of Schwab in 1971, and has been its
Chairman since 1978. He has been the Chairman, Chief Executive Officer and a
director of the Company since its incorporation in November 1986. Since
February 1989, he has been a member of the Customer Quality Assurance Committee
of the Board of Directors. Mr. Schwab currently serves as a director of The
Gap, Inc., Transamerica Corporation, and AirTouch Communications, and as a
trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab
Capital Trust and Schwab Annuity Portfolios, all registered investment
companies.
Lawrence J. Stupski, age 50, has been the Vice Chairman of the Company since
July 1992, and a director of the Company since its incorporation in November
1986. He also has served as Chief Operating Officer of the Company (November
1986 to March 1994) and President of the Company (November 1986 to July 1992).
Mr. Stupski has been a director of Schwab since 1981 and in the last five years
also has served as Chief Operating Officer (1981 to July 1992), Chief Executive
Officer (July 1988 to July 1992), and Vice Chairman (July 1992 to August 1994)
of Schwab.
David S. Pottruck, age 47, became the Chief Operating Officer and a director
of the Company in March 1994 and has been President of the Company and Chief
Executive Officer of Schwab since July 1992. In the last five years Mr.
Pottruck has served as an Executive Vice President of the Company (March 1987
to July 1992) and has been President and a director of Schwab (since July
1988).
Nancy H. Bechtle, age 58, has been a director of the Company and has served
as a member of the Audit and Customer Quality Assurance Committees since
September 1992 and the Compensation Committee since January 1996. Ms. Bechtle
has been a director and Chief Financial Officer of J.R. Bechtle & Co., an
international consulting firm, since 1979. She has been the President and Chief
Executive Officer of the San Francisco Symphony since 1987, and has served as a
member of the San Francisco Symphony Board of Governors since 1984.
C. Preston Butcher, age 57, has been a director of the Company since October
1988 and has served as a member of the Audit Committee since February 1989 and
as a member of the Compensation Committee since September 1992. He served as a
member of the Customer Quality Assurance Committee from May
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1992 to September 1992. Mr. Butcher has been the President and Regional Partner
of Lincoln Property Company N.C., Inc., a real estate development and
management firm, since 1967, and is a director of BRE Properties, Inc., a real
estate investment trust.
Donald G. Fisher, age 67, has been a director of the Company since January
1988. He has served as a member of the Customer Quality Assurance Committee
since February 1989 and as a member of the Audit Committee since September
1992. He previously served as a member of the Audit Committee from March 1988
to May 1992, and as a member of the Compensation Committee from February 1988
to September 1992. Mr. Fisher is the Chairman of the Board of The Gap, Inc., a
nationwide specialty retail clothing chain. Mr. Fisher was also Chief Executive
Officer of The Gap, Inc. and a director from 1969 to November 1995. Mr. Fisher
also is currently a director of AirTouch Communications.
Anthony M. Frank, age 64, has been a director of the Company and has served
as a member of the Audit and Customer Quality Assurance Committees since
December 1993. He is the current chairman of the Customer Quality Assurance
Committee. He also served as a director of the Company from April 1987 until
February 1988 and from March 1992 until April 1993. Mr. Frank is Chairman of
the Board of Acrogen, Inc., a biotechnology firm. From March 1988 until March
l992, Mr. Frank served as Postmaster General of the United States. From April
1993 until November 1993, Mr. Frank was Chairman of the Board and President of
Independent Bancorp of Arizona, Inc., a registered bank holding company. Mr.
Frank also is currently a director of Bedford Property Investors; Living
Centers of America Temple-Inland, Inc.; General American Investors, a closed-
ended investment company; and Irvine Apartment Communities and Crescent Real
Estate Equities, both real estate investment trusts.
James R. Harvey, age 61, has been a director of the Company and has served as
a member of the Audit Committee since February 1989 and as a member of the
Customer Quality Assurance Committee since September 1992. He served as a
member of the Compensation Committee from February 1989 to September 1992 and
since January 1996. Mr. Harvey served as Chairman of Transamerica Corporation
from 1983 to 1996 and as Transamerica's Chief Executive Officer from 1981 until
1991. Transamerica Corporation provides selected financial services to
individuals and organizations. Mr. Harvey has been a director of Transamerica
Corporation since 1975, and also serves as a director of McKesson Corporation
and AirTouch Communications.
Stephen T. McLin, age 49, has been a director of the Company and has served
as a member of the Audit Committee since July 1988 and as a member of the
Compensation Committee since February 1989. Mr. McLin is the current chairman
of the Audit Committee. Since January 1987, Mr. McLin has been the President
and Chief Executive Officer of America First Financial Corporation, a finance
and investment banking firm. Mr. McLin is also Chairman of the Board of
EurekaBank, a federal savings bank.
Roger O. Walther, age 60, has been a director of the Company and a member of
the Customer Quality Assurance Committee since April 1989 and has served as a
member of the Compensation Committee since May 1989. He is the current chairman
of the Compensation Committee. Since May 1992, Mr. Walther has
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been the Chairman and Chief Executive Officer of ELS Educational Services,
Inc., the largest teacher in the United States of English as a second language.
Mr. Walther was President, Chief Executive Officer and a director of AIFS,
Inc., which designs and markets educational and cultural programs
internationally, from 1964 to February 1993. Since 1985, Mr. Walther has served
as Chairman and has been a director of First Republic Bancorp, a bank holding
company.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held seven regular meetings and one special meeting
during 1995. The Board of Directors has an Audit Committee, a Compensation
Committee, and a Customer Quality Assurance Committee. The Board of Directors
does not have a nominating committee or any committee serving a similar
function.
The Audit Committee, among other things, confers with the Company's
independent accountants and internal auditors regarding the scope of their
respective examinations, reviews reports of the Company's independent
accountants and internal auditors, and reviews recommendations concerning
internal controls. The Audit Committee reports to the Board of Directors with
respect to such matters and recommends the selection of independent auditors.
The Audit Committee held four meetings during 1995.
The Compensation Committee reviews and approves the Company's compensation
philosophy, all programs that govern annual and long term compensation of
executive officers, and material employee benefit plans. In addition, the
Compensation Committee has the authority to grant options or make equity grants
to members of the Board of Directors and key employees under the Company's
stock option plans. The Compensation Committee held eight meetings in 1995.
The Customer Quality Assurance Committee monitors service quality and
customer satisfaction. The Customer Quality Assurance Committee proposes
initiatives to research service quality and reviews the results of surveys of
Schwab customers. The Customer Quality Assurance Committee held one meeting in
1995.
Directors who are also officers of the Company or its subsidiaries do not
receive any additional compensation for their services as directors. In 1995,
non-employee directors received an annual retainer of $20,000, $1,000 for each
Board meeting attended, $300 for each Board committee meeting attended either
immediately prior to or following a Board meeting, and $1,000 for each Board
committee meeting otherwise attended, and are reimbursed for their expenses of
attendance at such meetings. In 1995, committee chairmen received an additional
annual retainer of $3,000. In addition, the Company's non-employee directors as
a group receive annual, automatic grants of options under the 1992 Stock
Incentive Plan. Each member of the Board was granted an option to purchase
1,000 shares of Common Stock of the Company pursuant to the Stock Incentive
Plan on May 15, 1995 at the fair market value of $36.125 per share. After the
September 1, 1995 stock split, this stock option grant was automatically
adjusted to 2,000 shares at an exercise price of $18.0625.
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APPROVAL OF AN INCREASE IN THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
SUMMARY
The Board of Directors of the Company has approved and recommends the
approval of an amendment to the Company's Restated Certificate of Incorporation
(the "Certificate") to increase the number of authorized shares of Common
Stock. Currently, the Company has 209,940,000 authorized shares, consisting of
200,000,000 shares of Common Stock having a par value of $0.01 per share and
9,940,000 shares of preferred stock having a par value of $0.01 per share
("Preferred Stock"). At March 8, 1996, no shares of Preferred Stock were issued
and outstanding, 174,823,199 shares of Common Stock were issued and
outstanding, 14,677,535 options on Common Stock have been granted and remain
outstanding, and 3,896,665 shares of Common Stock were reserved for future
grants under incentive plans. Accordingly, only 6,602,601 shares of Common
Stock are issuable under the current authorized number of shares of Common
Stock. The Company's authorized but unissued Preferred Stock may be issued with
such rights, preferences, and limitations as the Board of Directors may
determine from time to time.
The Company has no present plans, understandings, or agreements for the
issuance or use of the additional shares of Common Stock. However, the Board of
Directors believes it is desirable to enhance the Company's flexibility in
connection with possible future actions, such as use in employee benefit plans,
stock splits, stock dividends, financings, corporate mergers, acquisitions of
property, and other general corporate purposes. Having such authorized capital
stock available for issuance in the future will allow additional shares of
Common Stock to be issued without the expense and delay of a special meeting of
stockholders. Eliminating this delay will better enable the Company to engage
in financial transactions and acquisitions which take full advantage of
changing market conditions. The Company is not presently engaged in any
negotiations concerning the issuance of any shares of the additional authorized
Common Stock, and there are no present arrangements, understandings or plans
concerning the issuance of such shares.
The proposed shares of Common Stock for which authorization is sought will be
part of the existing class of such stock and will increase the number of shares
of Common Stock available for issuance by the Company, but will have no effect
upon the terms of the Common Stock or the rights of the holders of Common
Stock. If and when issued, the proposed authorized shares of Common Stock would
have the same rights and privileges as the shares of Common Stock presently
outstanding. Holders of existing Common Stock would not have preemptive rights
to purchase any shares of Common Stock.
DESCRIPTION OF THE PROPOSED AMENDMENT
The proposed amendment to the Certificate provides that the number of
authorized shares of Common Stock be increased to 500,000,000, and that the
aggregate number of authorized shares be increased from 209,940,000 to
509,940,000.
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VOTE REQUIRED FOR ADOPTION OF PROPOSED AMENDMENT
Under the Delaware General Corporation Law (the "DGCL"), an affirmative vote
of the holders of a majority of the outstanding shares of Common Stock is
required to adopt the amendment to the Certificate to increase the number of
authorized shares of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ADOPTION OF
THE PROPOSED AMENDMENTS TO THE CERTIFICATE TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
APPROVAL OF AMENDMENT TO THE 1992 STOCK INCENTIVE PLAN
SUMMARY
On January 17, 1996, the Board of Directors of the Company adopted a
resolution approving an amendment to the Company's 1992 Stock Incentive Plan
(the "1992 Plan"), which permits the granting of stock options, restricted
common stock or performance shares awards (or a combination thereof) to key
employees and directors of the Company. The purpose of the 1992 Plan is to
promote the long term success of the Company and the creation of incremental
stockholder value by (a) encouraging non-employee directors and key employees
to focus on long-range objectives, (b) encouraging the attraction and retention
of non-employee directors and key employees with exceptional qualifications,
and (c) linking non-employee directors and key employees directly to
stockholder interests.
DESCRIPTION OF PROPOSED AMENDMENT TO THE 1992 PLAN
The proposed amendment to the 1992 Plan provides that each non-employee
director shall receive an annual, automatic option grant covering 2,500 shares
of Common Stock. If, however, the exercise price, determined as of the grant
date, is $35 or more, the automatic option grant will cover 1,500 shares of
Common Stock. Exhibit A sets forth the full text of the proposed amendment to
the 1992 Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ADOPTION OF
THE PROPOSED AMENDMENT TO THE 1992 PLAN.
APPROVAL OF AMENDMENTS TO THE COMPANY'S CERTIFICATE
OF INCORPORATION
SUMMARY
The Company's Board of Directors has unanimously determined that amending the
Certificate in the manner described below is advisable and recommends that the
Company's stockholders adopt the amendments. Stockholders are urged to read
carefully the materials that follow as they involve matters of particular
importance.
The proposed amendments to the Certificate would (a) classify the Board of
Directors into three classes, as nearly equal in number as possible, each of
which, after an interim realignment period, will serve for three
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years, with one class being elected each year; (b) provide that directors may
be removed only for cause and only with the approval of the holders of at least
80% of the voting power of the Company entitled to vote generally in the
election of directors; (c) provide that any vacancy on the Board shall be
filled by the remaining directors then in office, even if the remaining
directors constitute less than a quorum; (d) require that stockholder action be
taken at a duly called annual meeting or special meeting of stockholders and
prohibit stockholder action by written consent; (e) provide that advance notice
of stockholder nominations for the election of directors and the introduction
of business to be considered at a meeting shall be given as set forth in the
Bylaws; (f) eliminate cumulative voting; and (g) require the concurrence of the
holders of at least 80% of the voting power of the Company entitled to vote
generally in the election of directors to alter, amend or repeal, or to adopt
any provision inconsistent with, the foregoing amendments. The Board also has
unanimously approved certain amendments to the Company's Bylaws to implement,
and conform the Bylaws to, the above amendments to the Certificate (the
"Conforming Bylaw Amendments"). If the proposed amendments to the Certificate
are approved, the Conforming Bylaw Amendments will become effective at the same
time as the proposed amendments to the Certificate and are described below in
"Description of the Proposed Amendments". In addition, the Board has
unanimously approved other related amendments to the Bylaws (the "Other Related
Bylaw Amendments"), described in "Other Related Bylaw Amendments", which will
become effective on May 6, 1996, regardless of whether the proposed amendments
to the Certificate are approved.
As more fully discussed below, the Board of Directors believes these proposed
amendments, taken together, would, if adopted, help assure the continuity and
stability of the Company's business and affairs by making it more difficult and
time-consuming to change majority control of the Board of Directors. In
addition, the Board of Directors believes that these amendments would assist in
providing the Board with sufficient time to review any unsolicited proposal for
an extraordinary corporate transaction (such as a merger or liquidation) and to
consider appropriate alternatives. These amendments, if adopted by the
stockholders, will not impede a takeover or other transaction that is approved
by the directors of the Company. They will, however, have the overall effect of
making it more difficult and time-consuming to acquire and exercise control of
the Company and to remove incumbent directors, and to benefit from certain
transactions which are opposed by the incumbent Board.
THE PROPOSALS ARE NOT BEING RECOMMENDED IN RESPONSE TO ANY SPECIFIC EFFORT OF
WHICH THE COMPANY IS AWARE TO OBTAIN CONTROL OF THE COMPANY, BUT RATHER ARE
BEING RECOMMENDED IN ORDER TO ASSURE FAIR TREATMENT OF THE COMPANY'S
STOCKHOLDERS. IN ADDITION, WHILE THE COMPANY MAY FROM TIME TO TIME CONSIDER
PROPOSALS WHICH MAY BE CONSIDERED TO HAVE ANTI-TAKEOVER IMPLICATIONS, IT IS NOT
CURRENTLY CONSIDERING THE ADOPTION OF OTHER SUCH AMENDMENTS.
Stockholders are urged to read carefully the following sections of this
Proxy Statement, which describe these amendments and their purposes and effects,
and Exhibits B, C and D hereto, which set forth the full text of the proposed
amendments to the Certificate, the Conforming Bylaw Amendments and the Other
Related Bylaw Amendments, respectively, before voting on these proposed
amendments to the Certificate.
9
<PAGE>
The description herein of these amendments is qualified in its entirety by the
complete text of such amendments attached hereto as Exhibits B, C and D.
DESCRIPTION OF THE PROPOSED AMENDMENTS
Classification of the Board of Directors. Directors are currently elected to
the Company's Board of Directors annually for a term of one year. Paragraph A
of proposed Article SIXTH of the Certificate and the proposed Section 3.02 of
the Bylaws provide that the Board shall be divided into three classes of
directors, each class to be as nearly equal in number of directors as possible.
If the proposed amendments are adopted, the Company's directors will be divided
into three classes and three directors will be elected for a term expiring at
the 1997 Annual Meeting of Stockholders, three directors will be elected for a
term expiring at the 1998 Annual Meeting of Stockholders and the remaining four
directors will be elected for a term expiring at the 1999 Annual Meeting of
Stockholders (or, in each case, until their respective successors are duly
elected and qualified). Starting with the 1997 Annual Meeting of Stockholders,
one class of directors will be elected each year for a three-year term. If the
proposed amendments are not adopted, all ten directors will be elected for a
term expiring at the 1997 Annual Meeting of Stockholders or until their
successors are duly elected and qualified.
The classification of directors will have the effect of making it more
difficult to change the composition of the Board of Directors. At least two
stockholder meetings, instead of one, will be required to effect a change in a
majority of the Board. Although there has been no problem in the past with the
continuity or stability of the Board, the Board believes that the longer time
required to elect a majority of a classified Board will help to assure the
continuity and stability of the Company's directors and policies in the future,
since a majority of the directors at any given time will have prior experience
as directors of the Company. The classified board provision would also help
ensure that the Board, if confronted with an unsolicited proposal for an
extraordinary corporate transaction from a third party, will have sufficient
time to review the proposal and alternatives. It should also be noted that the
classification provision will apply to every election of directors, regardless
of whether a change in the Board might arguably be beneficial to the Company
and its stockholders and whether or not a majority of the Company's
stockholders believes that such a change would be desirable.
Removal of Directors; Filling Vacancies on the Board of Directors. Proposed
Paragraph D of Article SIXTH of the Certificate and Section 3.05 of the Bylaws
if adopted would provide that a director may be removed from office at any time
but only for cause and only by the affirmative vote of the holders of at least
80% of the voting power of the shares entitled to vote generally in the
election of directors. Currently, a director may be removed with or without
cause by the affirmative vote of a majority of the voting power of the shares
entitled to be voted for the election of directors.
Section 3.06 of the Bylaws now provides that a vacancy on the Board,
including as a result of newly created directorships, may be filled by a vote
of the majority of the remaining directors, although less than a quorum, and
that the stockholders may elect a director at any time to fill any vacancy not
filled by the directors. In addition, the Bylaws currently provide that if,
after the filling of any vacancy by the directors,
10
<PAGE>
the directors then in office who have been elected by the stockholders
constitute less than a majority of the directors, any holder of an aggregate of
5% or more of the total number of shares then entitled to vote at an election
of directors may call a special election of stockholders to elect the entire
Board. The proposed Paragraph C of Article SIXTH to the Certificate and the
proposed Section 3.06 of the Bylaws retain the provisions that a vacancy,
including one resulting from newly created directorships on the Board, may be
filled by the remaining directors, but does not permit stockholders to fill
vacancies. In addition, the amendment provides that any new director elected to
fill a vacancy on the Board will serve for the remainder of the full term of
the class in which the vacancy occurred. It also provides that no decrease in
the number of directors shall shorten the term of any incumbent.
The provisions of the proposed amendments relating to the removal of
directors and the filling of vacancies on the Board will preclude a third party
from removing incumbent directors without cause and simultaneously gaining
control of the Board by filling the vacancies with its own nominees. Moreover,
the provision that newly created directorships are to be filled by the Board
would prevent a third party seeking majority representation on the Board of
Directors from obtaining such representation simply by enlarging the Board and
filling the new directorships created thereby with its own nominees.
Notice of Stockholder Business and Nominations. Proposed Paragraph B of
Article SIXTH of the Certificate provides that nominations for the election of
directors and proposals of business to be considered at a meeting of
stockholders must be made as provided in the Bylaws. The amendment to Section
2.06 of the Bylaws, which will become effective on May 6, 1996, provides that
advance notice of stockholder nominations for the election of directors and the
introduction of business to be considered at a meeting shall be given and that
certain information be provided with respect to such stockholder nominees and
proposals. See "Other Related Bylaw Amendments--Notice of Stockholder Business
and Nominations."
The advance notice requirement, by regulating stockholder nominations and the
introduction of business at any meeting of stockholders, affords the Board of
Directors the opportunity to consider the qualifications of the proposed
nominees and, to the extent deemed necessary or desirable by the Board, inform
stockholders about the merits of such proposals and qualifications. Although
this Section does not give the Board of Directors any power to approve or
disapprove of stockholder nominations for election of directors, it may have
the effect of precluding a contest for the election of directors if the
procedures established by it are not followed and may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors, without regard to whether this might be harmful or beneficial to the
Company and its stockholders.
Certain Stockholder Actions. Pursuant to the DGCL, unless otherwise provided
in a corporation's Certificate of Incorporation, any action required or
permitted to be taken by stockholders of the corporation may be taken without a
meeting and without a stockholder vote if a written consent setting forth the
action to be taken is signed by the holders of shares of outstanding stock
having the requisite number of votes that would be necessary to authorize such
action at a meeting of stockholders. The Company's Certificate currently does
not include an alternate provision; therefore, if the requirements of the DGCL
are fulfilled,
11
<PAGE>
the Company's stockholders may act by written consent. Proposed Article
ELEVENTH of the Certificate and the related Section 2.10 of the Bylaws would
require that stockholder action be taken at a duly called annual or special
meeting of stockholders and would prohibit stockholder action by written
consent. Stockholders would not be permitted to call a special meeting of
stockholders or to require that the Board call a special meeting.
The provisions prohibiting stockholder action by written consent would give
all the stockholders of the Company the opportunity to participate in
determining any proposed action and would prevent the holders of a simple
majority of the voting power of the Company from using the written consent
procedure to take stockholder action without a meeting. The ability of holders
of a simple majority of the voting stock of the Company to take action without
the opportunity for discussion at a meeting decreases the ability of minority
stockholders to have their views considered. Moreover, a stockholder could not
force stockholder consideration of a proposal over the opposition of the Board
of Directors by calling a special meeting of stockholders prior to such time as
the Board believes such consideration to be appropriate. If adopted, the
proposed amendment would tend to support incumbent directors and management and
make it more difficult for stockholders to effect certain actions even if such
actions are desired by the holders of a majority of the outstanding shares.
Elimination of Cumulative Voting. Proposed Article NINTH of the Certificate
would eliminate cumulative voting. Cumulative voting entitles each stockholder
to cast a number of votes that is equal to the number of voting shares held by
such stockholder multiplied by the total number of directors to be elected, and
to cast all such votes for one nominee or distribute such votes among up to as
many candidates as there are positions to be filled. Without cumulative voting,
a stockholder or group of stockholders must hold a majority of the voting
shares to cause the election of one or more nominees. Cumulative voting may
enable a minority stockholder or group of stockholders to elect at least one
representative to the Board. If the amendment is adopted, in all future
elections of the Board of Directors, commencing with the Annual Meeting to be
held in 1997, the holders of a majority of the shares actually voted (assuming
that a quorum is present) will be guaranteed the right to elect all of the
directors being elected at that time.
The Board of Directors believes that each director elected to the Board
should represent the interests of all stockholders. The elimination of
cumulative voting should help ensure that each director acts in the best
interests of all stockholders, because stockholders holding a majority of the
voting shares will have the power to elect every director to be elected at any
annual meeting.
The elimination of cumulative voting will, however, make it more difficult
for a minority stockholder or group of stockholders to elect a representative
to the Board of Directors. It may also under certain circumstances discourage
or render more difficult a merger, tender offer or proxy contest; discourage
the acquisition of large blocks of the Company's shares by persons who would
not make such acquisition without assurance of the ability to place a
representative on the Board of Directors; deter or delay the assumption of
control by a holder of a large block of the Company's shares; or render more
difficult the replacement of incumbent directors and management.
12
<PAGE>
Increased Stockholder Vote for Alteration, Amendment or Repeal of Proposed
Amendments. Under the DGCL, amendments to a certificate of incorporation
require the approval of the holders of a majority of the outstanding stock
entitled to vote on the amendment and of a majority of the outstanding stock of
each class entitled to vote on the amendment as a class. The DGCL also permits
provisions in a certificate of incorporation which require a greater vote than
the vote otherwise required by law for any corporate action. With respect to a
provision of a certificate of incorporation requiring a vote greater than a
majority vote, the DGCL requires that any alteration, amendment or repeal
thereof be approved by an equally large stockholder vote. If this amendment is
approved by the stockholders, alteration, amendment or repeal of, or the
adoption of any provision inconsistent with, the proposed amendments to the
Certificate discussed above would require the concurrence of the holders of at
least 80% of the voting power of the Company entitled to vote generally in the
election of directors. In addition, under proposed Article FIFTH of the
Certificate none of the Bylaw amendments related to the proposed amendments to
the Certificate may be altered, amended or repealed, nor may any provision
inconsistent therewith be adopted, without the concurrence of the holders of at
least 80% of the voting power of the Company.
Stockholders should consider that obtaining a greater than majority vote
can be difficult. The percentages of outstanding shares of Common Stock entitled
to vote represented by directors, executive officers and senior officers and
their ESOP and Profit Sharing Plan holdings as of March 8, 1996 and at the last
three annual meetings of stockholders of the Company were 28%, 30%, 31% and 33%,
respectively.
The requirement of an increased stockholder vote is designed to prevent a
stockholder with a majority of the voting power of the Company from avoiding
the requirements of the proposed amendments by simply repealing them.
OTHER RELATED BYLAW AMENDMENTS
The following amendments to the Company's Bylaws have been unanimously
approved by the Board and will become effective on May 6, 1996.
Elimination of the Ability of Stockholders to Call a Special Meeting. The
Bylaws currently provide that special meetings can be called by stockholders
who hold at least 25% of the voting power of the outstanding capital stock of
the Company entitled to vote generally in the election of directors. The
amendment to Section 2.02 of the Bylaws will eliminate this provision and thus
will provide for the orderly conduct of all Company affairs at the annual
meeting of stockholders or a special meeting called by the Board, the Chairman
or a duly designated committee of the Board. Accordingly, a stockholder could
not force stockholder consideration of a proposal over the opposition of the
Board by calling a special meeting of stockholders prior to such time that the
Board believed such consideration to be appropriate. As a result, the Board
will have the opportunity to adequately inform other stockholders of the
matters to be considered.
Postponement and Adjournment of Stockholder Meetings. The Board is not
expressly given the power to postpone a meeting or to cancel a special meeting
nor is the chairman of the meeting given the power to adjourn under the current
Bylaws. Sections 2.04 and 2.05 of the Bylaws, as amended, will give the Board
and the chairman of a meeting, respectively, such power.
13
<PAGE>
Stockholder Voting. As amended, Section 2.07(c) of the Bylaws provides that
stockholder voting at meetings will be by ballot and that the chairman of the
meeting will fix and announce at the meeting the date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote. The reason for these provisions is to ensure orderly meetings.
Meetings of the Board of Directors. Section 3.10 of the Bylaws, as amended,
will provide for notice for special meetings of directors by overnight mail or
by facsimile transmission. Adding such forms of notice would increase the
flexibility of the Company in responding to new developments. In addition,
Section 3.18 as amended will provide that only the Chairman or President of the
Company could call a special board meeting.
Notice of Stockholder Business and Nominations. Section 2.06 of the Bylaws,
as amended, will provide that nominations for the election of directors and the
proposal of business to be considered by stockholders may be made (a) pursuant
to the Company's notice of meeting, (b) by or at the direction of the Board or
(c) by any stockholder of the Company who was a stockholder of record at the
time of giving of notice, who is entitled to vote at the meeting and who
complies with the notice procedures set forth below. Under the proposed
amendments, a stockholder's notice, to be timely, generally must be delivered
not later than the close of business on the 60th day nor earlier than the close
of business on the 90th day prior to the first anniversary of the preceding
year's annual meeting. The amendment also provides that, if the Company calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board, any stockholder may nominate a person for election if
the stockholder's notice is delivered to the Company not earlier than the close
of business on the 90th day prior to such special meeting and not later than
the close of business on the later of (a) the 60th day prior to such special
meeting, or (b) the 10th day following the day on which public announcement is
first made of the date of the special meeting. The amendment also provides that
such stockholder's notice must set forth certain information concerning such
stockholder and his nominees, including such information as would be required
to be included in a proxy statement soliciting proxies for the election of the
nominees of such stockholder. As to any other business that the stockholder
proposes to bring before the meeting, the stockholder must provide a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made.
The advance notice requirement, by regulating stockholder nominations and the
introduction of business at any meeting of stockholders, affords the Board of
Directors the opportunity to consider the qualifications of the proposed
nominees and, to the extent deemed necessary or desirable by the Board, inform
stockholders about the merits of such proposals and qualifications. Although
this Section does not give the Board of Directors any power to approve or
disapprove of stockholder nominations for election of directors, it may have
the effect of precluding a contest for the election of directors if the
procedures established by it are not followed and may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors, without regard to whether this might be harmful or beneficial to the
Company and its stockholders.
14
<PAGE>
PURPOSE AND POSSIBLE EFFECTS OF THE PROPOSED AMENDMENTS
The purpose of the proposed amendments to the Certificate is to help assure
the continuity and stability of the Company's business strategies and policies
and to reduce the vulnerability of the Company to an unsolicited proposal for
the takeover of the Company or for the restructuring or sale of all or part of
the Company.
The Board of Directors of the Company believes that the imminent threat of
removal of the Company's Board and management in the face of an unsolicited
proposal regarding an extraordinary corporate transaction would severely
curtail the Company's ability to negotiate effectively with such persons on
behalf of all other stockholders. Management and the Board would be deprived of
the time and information necessary to evaluate the unsolicited proposal and to
study alternatives and ensure that the best price is obtained in any
transaction involving the Company which may ultimately be undertaken. The
amendments are designed to make it more time-consuming to change majority
control of the Board and thus reduce the Company's vulnerability.
Takeovers or changes in management of the Company which are proposed and
effected without prior consultation and negotiation with the Company's
management are not necessarily detrimental to the Company and its stockholders.
The proposed amendments will make more difficult or discourage a proxy contest
or the assumption of control by a holder of a substantial block of the
Company's stock or the removal of the incumbent Board and could thus increase
the likelihood that incumbent directors will retain their positions. The
amendments, if they are adopted, could also have the effect of discouraging
such actions, even though stockholders might feel that such an attempt might be
beneficial to them or the Company. In addition, since the amendments may
discourage tender offers, open market purchases in anticipation of tender
offers, and other investment and speculative market activity that may have the
effect of increasing the market price of or price volatility in the Company's
stock, stockholders could be deprived of certain opportunities to sell their
shares at a temporarily higher price.
The Board, however, feels that the benefits of seeking to protect its ability
to negotiate with the proponent of an unfriendly or unsolicited proposal to
takeover or restructure the Company outweigh the disadvantages of discouraging
such proposals. The proposed amendments are intended to encourage persons
seeking to acquire control of the Company to initiate such an acquisition
through arm's-length negotiations with the Company's management and Board of
Directors who would then be in a position to negotiate a transaction which is
fair to all stockholders.
RELATIONSHIP WITH CERTAIN PRESENT PROVISIONS
If adopted the proposed amendments may have the effect of tending to make it
more difficult for stockholders to take certain actions without support of the
Board of Directors even though holders of a majority of the Company's shares
may be in favor of such action. These factors should be considered together
with certain other features of the Company's Certificate, Bylaws and the DGCL
which also may have anti-takeover effects.
15
<PAGE>
Preferred Stock. The Certificate authorizes the issuance of up to 9,940,000
shares of Preferred Stock of the Company by action of the Board of Directors
without further action by the stockholders. Thus, the Board of Directors could
authorize the issuance of shares of the Preferred Stock with special voting and
other rights which could deter, or hinder the completion of, any proposed
tender offer, merger or other attempt to gain control of the Company which is
not approved by the Board of Directors, to the extent permissible under
applicable law. Issuance of such Preferred Stock could make removal of
incumbent management more difficult, even if such removal were viewed as in the
best interests of stockholders of the Company, for example, in circumstances in
which a block of newly issued preferred shares were to be placed with a
stockholder supporting present management or who enters into a voting agreement
with respect to the preferred shares. In addition, the Board of Directors could
authorize the adoption of a rights plan and the issuance of rights thereunder
which, as part of their terms, could include provisions that would cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors. The Company has no present
plans to adopt such a plan and has no commitments, agreements or plans with
respect to such issuances of any shares of Preferred Stock.
Fair Price Provision. Article TENTH of the Certificate (the "Fair Price
Provision") requires the approval by the holders of 80% of the voting stock of
the Company as a condition for mergers and certain other business combinations
involving the Company and any holder of more than 15% of such voting stock (an
"interested stockholder," for purposes of the Fair Price Provision). Such
approval is not required if (a) the transaction is either approved by a
majority of the members of the Board who are unaffiliated with the "interested
stockholder" and who were directors before the "interested stockholder" became
an "interested stockholder" (or any successors thereof nominated by a majority
of such other directors at such time) or (b) certain minimum price and
procedural requirements are met. The Fair Price Provision may make it more
difficult to accomplish certain transactions which are opposed by the incumbent
Board and which may be beneficial to stockholders.
Transactions with an Interested Stockholder. Section 203 of the DGCL
regulates certain transactions, including mergers, other business combinations
and similar transactions between the Company and an "interested stockholder"
("owners" of 15% or more of the Company's outstanding voting stock, for
purposes of this provision of the DGCL) and may have the effect of discouraging
a non-negotiated bid or proposal to acquire the Company. While not preventing
acquisition of control of the Company by third parties, Section 203 may inhibit
the ability to exercise such control and delay or make such transactions more
difficult except when such acquisition of control is approved in advance by the
board of directors (provided that the restrictions of Section 203 do not apply
if the "interested stockholder" will own at least 85% of a corporation's
outstanding voting stock, excluding certain shares, upon consummation of the
transaction that results in such person becoming an "interested stockholder").
Section 203 is designed to permit an acquirer to make a fairly-priced tender
offer for all of a corporation's shares, since an offeror who can obtain an
ownership level of 85% of the corporation's voting stock in the same
transaction that takes it over 15% is not restricted by the statute. However,
as of December 31, 1995, the Profit Sharing Plan held approximately 10% of the
outstanding Common Stock so that it may be more difficult for an acquirer to
reach 85%.
16
<PAGE>
VOTE REQUIRED FOR ADOPTION OF PROPOSED AMENDMENTS
Under the DGCL, the affirmative vote of the holders of a majority of the
shares of stock of the Company entitled to notice of and to vote at the Annual
Meeting is required to adopt the proposed amendments to the Certificate. Each
of the Bylaw amendments have been approved by the Board and none require
shareholder approval. The Conforming Bylaw Amendments will become effective
only upon the effectiveness of the amendments to the Certificate. The Other
Related Bylaw Amendments will become effective on May 6, 1996 regardless of
whether the amendments to the Certificate are approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ADOPTION OF
THE PROPOSED AMENDMENTS TO THE CERTIFICATE.
17
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 8, 1996 by each person who
is known to the Company to own beneficially more than 5% of the Common Stock,
each executive officer named in the Summary Compensation Table, each of the
Company's directors and each nominee for election as a director, and all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
OF BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER (1) OWNED (2) COMMON STOCK
- ---------------------------- ---------------- ------------
<S> <C> <C>
Charles R. Schwab (3)(4)(5)..................... 37,965,666 21.7%
Charles R. Schwab Profit Sharing and Employee
Stock Ownership Plan (6)(7).................... 17,652,874 10.1%
+Luis E. Valencia..............................
+Evelyn S. Dilsaver............................
+A. John Gambs.................................
+Thomas N. Lawrie..............................
+Thomas W. Matchett, Jr........................
+Wayne W. Fieldsa..............................
+Susanne D. Lyons..............................
+Walter W. Bettinger...........................
Lawrence J. Stupski (3)(4)...................... 4,749,362 2.7%
David S. Pottruck (3)(4)(8)..................... 2,958,312 1.7%
Nancy H. Bechtle (3)............................ 84,500 *
C. Preston Butcher (3)(9)....................... 199,250 *
Donald G. Fisher (3)(10)........................ 496,750 *
Anthony M. Frank (3)(11)........................ 307,898 *
James R. Harvey (3)(12)......................... 131,500 *
Stephen T. McLin (3)(13)........................ 45,584 *
Roger O. Walther (3)(14)........................ 33,730 *
John P. Coghlan (3)(4).......................... 443,643 *
Tom D. Seip (3)(4).............................. 370,789 *
Luis E. Valencia (3)(4)......................... 70,444 *
All executive officers and directors as a group
(18 persons) (15)............................... 66,338,745 38%
</TABLE>
- ----------------------
*Less than 1%.
+ Members of the Administrative Committee for the Profit Sharing Plan. For
information regarding shares beneficially owned by such persons, see Note 7
below.
(1) All information with respect to beneficial ownership of the shares is
based upon filings made by the respective beneficial owners with the
Securities and Exchange Commission (the "SEC") or information
18
<PAGE>
provided by such beneficial owners to the Company. Except as otherwise
indicated in the notes to this table, the address of each beneficial owner
of more than 5% of the Common Stock is c/o The Charles Schwab Corporation,
101 Montgomery Street, San Francisco, California 94104.
(2) The persons named in the table have sole voting and investment power (or
voting and investment power shared with a spouse) with respect to all
shares of Common Stock shown as beneficially owned by them, subject to the
information contained in the notes to this table.
(3) Shares issuable upon exercise of options to acquire Common Stock that are
exercisable within 60 days of March 8, 1996 are treated as beneficially
owned as follows: Mr. Schwab 759,375 shares; Mr. Stupski 77,373 shares;
Mr. Pottruck 745,500 shares; Ms. Bechtle 77,000 shares; Mr. Butcher 81,500
shares; Mr. Fisher 14,000 shares; Mr. Frank 71,600 shares; Mr. Harvey
14,000 shares; Mr. McLin 31,500 shares; Mr. Walther 14,000 shares; Mr.
Coghlan 391,314 shares; Mr. Seip 247,000 shares; and Mr. Valencia 60,000
shares.
(4) Includes amounts held by the Trustee of the Profit Sharing Plan and
allocated to the individual ESOP accounts or held for the benefit of the
named executives in the non-ESOP components of the Profit Sharing Plan as
follows: Mr. Schwab 243,613 shares; Mr. Stupski 110,515 shares; Mr.
Pottruck 163,688 shares; Mr. Seip 60,691 shares; Mr. Coghlan 31,520
shares; and Mr. Valencia 444 shares.
(5) This amount includes 2,187,398 shares held by nonprofit public benefit
corporations, as to which Mr. Schwab and his spouse, as two of three
directors, have shared voting and investment power but disclaim beneficial
ownership; 4,320,000 shares held by Mr. Schwab and his spouse as trustees
of a living trust; 2,672 shares held by Mr. Schwab as custodian for his
children; and 5,298 shares held by Mr. Schwab as trustee of various trusts
with respect to which he disclaims beneficial ownership. This amount does
not include 6,836,964 shares held by Mr. Schwab's brother-in-law, as
trustee of various trust accounts for the benefit of Mr. Schwab's spouse
and children.
(6) The Trustee of the Profit Sharing Plan is The Charles Schwab Trust
Company, 120 Kearny Street, San Francisco, CA 94104 and the purchasing
agent of the Profit Sharing Plan is Bankers Trust Company of California,
N.A., 400 S. Hope Street, Los Angeles, CA 90071. The shares held by the
Trustee of the Profit Sharing Plan include an aggregate of 16,287,366
shares which, as of March 8, 1996 had been allocated to the accounts of
individual ESOP participants or held for the benefit of Profit Sharing
Plan participants, including officers of the Company, in the non-ESOP
components of the Profit Sharing Plan, and which are voted at the
direction of such participants. The purchasing agent has sole voting power
with respect to 1,365,508 of the shares held by the Trustee that have not
yet been allocated to the accounts of individual ESOP participants. The
purchasing agent intends to vote all shares under its control in a
specified manner. See "Voting." The 1,365,508 unallocated shares held by
the Trustee of the Profit Sharing Plan, and the voting rights attributable
to those shares, will be allocated to the accounts of individual ESOP
participants in the future.
(7) Mr. Valencia, Ms. Dilsaver, Mr. Gambs, Mr. Lawrie, Mr. Matchett, Mr.
Fieldsa, Ms. Lyons and Mr. Bettinger are officers of the Company or one of
its subsidiaries and members of the Profit Sharing Plan Administrative
Committee. As such, they have shared investment power with respect to all
of the 17,652,874 shares held by the Trustee of the Profit Sharing Plan.
Mr. Valencia, Ms. Dilsaver, Mr.
19
<PAGE>
Gambs, Mr. Lawrie, Mr. Matchett, Mr. Fieldsa, Ms. Lyons and Mr. Bettinger
each also have sole voting power with respect to the 444; 6,598; 19,866;
5,229; 3,418; 0; 2,587; and 86 shares, respectively, held by the Trustee of
the Profit Sharing Plan and allocated to their individual ESOP accounts or
otherwise held for their benefit in the non-ESOP components of the Profit
Sharing Plan; the 10,000; 1,810; 0; 27,399; 900; 20,000; 24,900; and 40,201
shares, respectively, held by each directly; and 60,000; 43,687; 117,750;
18,787; 0; 0; 37,350; and 0 shares, respectively, which each has the right
to acquire under options which are exercisable within 60 days of March 8,
1996. As a result, the members of the Administrative Committee are deemed
to be the beneficial owners of outstanding Common Stock, as follows: Mr.
Valencia 10.1%; Ms. Dilsaver 10.1%: Mr. Gambs 10.2%; Mr. Lawrie 10.1%; Mr.
Matchett 10.1%; Mr. Fieldsa 10.1%; Ms. Lyons 10.1%; and Mr. Bettinger
10.1%.
(8) This amount includes 11,762 shares held by Mr. Pottruck as custodian for
his children; 90,000 shares held by Mr. Pottruck as trustee of trusts held
for the benefit of his brothers; 38,050 shares held by a nonprofit public
benefit corporation as to which Mr. Pottruck, as a director, has voting
and investment power; but disclaims beneficial ownership; and a total of
36,734 shares held by Mr. Pottruck's family members, as to which he shares
investment power but disclaims beneficial ownership.
(9) This amount includes 113,250 shares held by Mr. Butcher and his spouse as
joint tenants, and 4,500 shares held by Mr. Butcher's spouse as her
separate property.
(10) This amount includes 408,500 shares held by Mr. Fisher and his spouse as
trustees of a charitable remainder trust.
(11) This amount includes 46,298 shares held by Mr. Frank's daughter, as to
which he shares investment power but disclaims beneficial ownership.
(12) This amount includes 117,500 shares held by Mr. Harvey and his spouse as
trustees of a family trust.
(13) This amount includes 14,084 shares held under the Company's Dividend
Reinvestment and Stock Purchase Plan.
(14) This amount includes 15,824 shares held for a trust account under the
Company's Dividend Reinvestment and Stock Purchase Plan and 3,906 shares
held by his spouse.
(15) Messrs. Schwab, Stupski, Pottruck, Butcher, Fisher, Frank, Harvey, McLin,
Walther, Coghlan, Seip and Valencia and Ms. Bechtle are members of the
group and their beneficially owned shares, including the 17,652,874 shares
held by the Trustee of the Profit Sharing Plan, are included in the total
number of shares shown on this line. The total number of shares shown on
this line also includes an aggregate of 506,125 shares that 5 other
executive officers of the Company have the right to acquire upon exercise
of options granted under the Company's stock option plans. As of March 8,
1996, an aggregate of 16,287,366 shares held by the Trustee of the Profit
Sharing Plan had been allocated to the individual ESOP accounts or held
for the benefit of the executive officers as a group in the non-ESOP
components of the Profit Sharing Plan.
20
<PAGE>
EXECUTIVE COMPENSATION
The following table shows specific compensation information for the Company's
Chief Executive Officer and the next four most highly compensated executive
officers in 1995 for fiscal years ending December 31, 1995, 1994, and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
---------------------------------
ANNUAL COMPENSATION AWARDS AWARDS PAYOUTS
------------------- ---------- ---------- -----------
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS STOCK OPTIONS LTIP COMPENSATION
POSITION YEAR ($)(1) ($)(2) ($)(3) (#)(3)(4) PAYOUTS (5) ($)(6)
- ------------------ ---- -------- ---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles R. Schwab, 1995 $800,004 $8,606,225 0 500,000 0 $24,699
Chairman and Chief
Executive Officer 1994 $772,506 $2,500,225 0 0 0 $18,890
1993 $690,012 $2,500,225 0 0 0 $23,861
David S. Pottruck, 1995 $695,004 $5,898,225 0 350,000 0 $24,699
President and Chief
Operating Officer 1994 $658,755 $ 662,543 0 300,000 $1,578,360 $18,890
1993 $550,008 $ 846,687 0 0 0 $23,861
Tom D. Seip, 1995 $366,668 $1,046,288 $384,375 75,000 0 $24,699
Executive Vice
President 1994 $306,258 $ 264,309 0 180,000 $ 751,600 $18,890
1993 $250,008 $ 293,657 0 0 0 $23,861
John P. Coghlan, 1995 $341,667 $ 767,750 $384,375 75,000 0 $24,699
Executive Vice
President 1994 $259,376 $ 229,163 0 150,000 $ 601,280 $18,890
1993 $240,006 $ 267,349 0 0 0 $23,861
Luis E. Valencia, 1995 $295,000 $ 762,695 $256,250 60,000 0 $24,699
Executive Vice
President and Chief 1994 $228,750 $ 182,546 0 240,000 0 $ 2,000
Administrative Officer 1993 N/A N/A N/A N/A N/A N/A
</TABLE>
- ----------------------
(1) Mr. Valencia joined the Company in February of 1994.
(2) Includes, with respect to Mr. Schwab, amounts paid pursuant to his
Employment Agreement and Name Assignment with the Company dated March 31,
1987 and March 31, 1995. See "Employment Agreement and Name Assignment."
(3) This column shows the market value of restricted stock awards on date of
grant. There were no aggregated restricted stock holdings from prior years
for the individuals listed in this table. The year end value of Messrs.
Seip, Coghlan and Valencia's shares were $301,875, $301,875 and $201,250,
respectively, based on the closing sale price of the Company's Common Stock
on December 31, 1995 ($20.125). This per share price does not reflect any
additional diminution in value resulting from the restrictions placed on
such shares. The holders have voting and dividend rights with respect to
the restricted shares. The restricted shares vest on a scheduled basis over
the executive officer's career, with 10% of the units vesting two years
after the grant date, an additional 10% of the shares vesting three
21
<PAGE>
years after the grant date, an additional 15% of the shares vesting four
years after the grant date and the remaining 65% of the shares vesting five
years after the grant date. Restricted shares may vest more slowly or not at
all if certain stock performance criteria are not met. Thus, it is possible
that a substantial number of the restricted shares will not vest. However,
because certain percentages of the restricted shares would vest upon
reaching each of the specified return to shareholders targets (price
appreciation plus dividends), all or part of the restricted stock could vest
in five years from the date that the restricted shares were awarded.
(4) Stock option awards have been adjusted for the March 1995 three-for-two
common stock split and the September 1995 two-for-one common stock split.
(5) The disclosure rules of the Securities and Exchange Commission currently in
effect provide for disclosure of compensation relating to long-term
incentive plans only when compensation awards are made and when they are
paid out. The Long-Term Incentive Plan III ("LTIP"), which was adopted
effective as of January 1, 1991, was terminated as of December 31, 1994.
Mr. Schwab did not participate in or earn any cash bonuses pursuant to
LTIP. Each participant's final cash bonus was equal to the value of such
participant's units on December 31, 1994 less the value of such units on
the date of grant. Units at the inception of LTIP had an initial value of
$0. Units awarded after the inception of LTIP were valued as of either June
30 or December 31 of each year during the four year period covered by the
LTIP, depending on the date of grant. Participants at the executive officer
level were permitted to defer receipt of all or a portion of their LTIP
cash bonuses until the earlier of a specified date certain or the date of
the participant's termination of employment, provided that deferrals will
be paid immediately upon a change of control. The Company recorded
compensation expense accruals in the years 1991, 1992, 1993, 1994, and 1995
with respect to anticipated payments to the named executives of $391,560;
$652,860; $878,280; $1,008,540 and $0, respectively.
(6) Represents employer contributions to the retirement plans for the years
1993, 1994, and 1995.
22
<PAGE>
STOCK OPTION TABLES
The following table shows information concerning stock options granted to the
individuals named in the Summary Compensation Table above during the fiscal
year ended December 31, 1995.
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM (2)
---------------------------------------------- ------------------------------
NUMBER OF
SECURITIES % OF TOTAL EXERCISE
UNDERLYING OPTIONS GRANTED OR BASE
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5% 10%
- ---- ---------- --------------- -------- ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
(1) Charles R. Schwab... 500,000 19.02% $25.625 10/17/05 $ 8,057,712 $ 20,419,825
(2) David S. Pottruck... 350,000 13.32% $25.625 10/17/05 $ 5,640,399 $ 14,293,878
(3) Tom D. Seip......... 75,000 2.85% $25.625 10/17/05 $ 1,208,657 $ 3,062,974
(4) John P. Coghlan..... 75,000 2.85% $25.625 10/17/05 $ 1,208,657 $ 3,062,974
(5) Luis E. Valencia.... 60,000 2.28% $25.625 10/17/05 $ 966,925 $ 2,450,379
</TABLE>
- ----------------------
(1) Options granted in 1995 were pursuant to the 1992 Stock Incentive Plan. The
options are 50% non-statutory stock options and 50% incentive stock
options, subject to the limitation of $100,000 maximum face value of
incentive stock options that may vest for an individual in any one year.
For individuals subject to this limitation (which is all of the above
officers), the Company provided the maximum number of incentive stock
options that can vest each year and issued the balance in non-statutory
stock options, except that Mr. Schwab received all non-statutory options.
All options were granted at 100% of the fair market value of the Common
Stock on the date of grant. The options expire ten years from the date of
grant, unless otherwise earlier terminated in certain events related to
termination of employment. The options vest over a period of five years,
with the first 10% increment vesting on the first anniversary of the option
grant date, an additional 15% increment vesting on the second anniversary
of the option grant date and the remaining options vesting pro-rata over
the remainder of the five year period. Additional vesting of the right to
exercise the options ceases upon termination of the optionee's employment.
(2) The 5% and the 10% assumed rates of appreciation applied to the option
exercise price over the ten-year option term are prescribed by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price. If the Company's
Common Stock does not appreciate, the named executive officer will receive
no benefit from the option.
23
<PAGE>
The following table shows information concerning the exercise of stock
options during 1995 and the value of unexercised stock options held by the
individuals named in the Summary Compensation Table above as of December 31,
1995.
AGGREGATED OPTION EXERCISED IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT 12/31/95 AT 12/31/95
-------------------- --------------------
SHARES VALUE
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (1) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- -------------------- --------------------
<S> <C> <C> <C> <C>
(1) Charles R. Schwab... -- -- 759,375 $11,970,703
753,125 $ 3,990,234
(2) David S. Pottruck... 337,500 $5,401,562 745,500 $11,559,063
858,500 $ 6,279,687
(3) John P. Coghlan..... 6,750 $ 159,969 391,314 $ 6,408,224
288,750 $ 2,501,406
(4) Tom D. Seip......... 50,000 $ 631,944 240,250 $ 3,612,462
329,250 $ 2,940,906
(5) Luis E. Valencia.... -- -- 24,000 $ 239,000
276,000 $ 2,151,000
</TABLE>
- ----------------------
(1) The amount in this column reflects the difference between the average of
the high and low market prices on the date of exercise and the option
exercise price and may not represent amounts actually realized by the named
individual.
(2) The value of unexercised options is calculated by multiplying the number of
options outstanding by the difference between the option exercise price and
the December 31, 1995 closing price of $20.125 per share of the Company's
common stock as reported on the New York Stock Exchange Composite
Transactions Index, and may not represent amounts actually realized by the
named individual.
24
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
During 1995 the Compensation Committee (the "Committee") of the Company's
Board of Directors was comprised of three directors who are not employees of
the Company or of any of its subsidiaries. The Committee has overall
responsibility for the Company's executive compensation policies and practices.
Each member is a "disinterested director" within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and an "outside director"
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Committee determines the Chairman's compensation and,
upon recommendation of the Chairman and the President, reviews and approves all
executive officers' compensation, including salary, payments under the annual
executive bonus plans, awards under long term cash incentive plans and awards
under stock option and stock incentive plans. The Committee has provided the
following report on the Chairman's compensation, the compensation policies of
the Company as they apply to its executive officers and the relationship of
Company performance to executive compensation.
COMPENSATION POLICIES
The Company's compensation policies are designed to address a number of
objectives, including rewarding financial performance and motivating executive
officers to achieve significant returns for stockholders. The Company's
policies rely on two principles. First, a significant portion of executive
officers' total compensation should be in the form of stock and stock-based
incentives. Second, a large portion of their cash compensation should be at
risk and vary, depending upon meeting stated financial objectives.
When establishing salaries, bonus levels and stock-based awards for executive
officers, the Committee considers the individual's role, responsibilities and
performance during the past year, and the amount of compensation paid to
executive officers in similar positions of comparable companies, based on
periodic reviews of competitive data obtained from independent consultants. The
Committee reviews companies of similar size, rates of growth and financial
returns to the Company, including, but not limited to, some of the companies
included in the Dow Jones Securities Brokerage Group Index. Companies outside
the financial services industry are selected for inclusion in the review based
upon the extent to which they satisfy a list of selection criteria, which
includes size, growth rates, similar financial performance, leadership status
in their industry, and reputation for innovation, not all of which will be
satisfied in any particular case. The Committee believes it is necessary to
include in its review companies other than those included in the Dow Jones
Securities Brokerage Group Index because the Company frequently recruits
employees from outside the financial services industry, depending upon the
specific skills required for the position. The Committee uses comparative data
to set compensation targets that will provide executive officers with
compensation that exceeds the average amounts paid to similar executives of
comparable companies in years in which the Company achieves superior
performance, and in the payment of compensation below the average of amounts
paid to similar executives of comparable companies in years in which the
Company fails to achieve superior performance. However, in certain cases the
Committee also may make discretionary and subjective
25
<PAGE>
determinations of appropriate compensation amounts, to reflect, for example,
the Company's philosophy of compensating executives for the success they
achieve in managing specific enterprises. With respect to executive officers
other than the Chairman, the Committee places considerable weight upon the
recommendations of the Chairman and, where appropriate, the President.
THE IMPORTANCE OF OWNERSHIP
A fundamental tenet of the Company's compensation policy is that significant
equity participation creates a vital long term partnership between
management/owners and other stockholders. Through the Profit Sharing Plan and
various stock incentive plans, the benefits of equity ownership are extended to
executive officers and employees of the Company and its subsidiaries. As of
March 8, 1996, the directors, executive officers and other senior officers of
the Company and its subsidiaries owned an aggregate of 46,924,369 shares and
had the right to acquire an additional 4,190,871 shares upon the exercise of
employee stock options which were exercisable on March 8, 1996 or within sixty
days thereafter. In addition, the Profit Sharing Plan held 17,652,874 shares.
These interests, exclusive of outstanding options, represented in the aggregate
37% of the outstanding capital stock of the Company. The Company intends to
continue its strategy of encouraging its employees to become stockholders.
The chart which follows this report compares changes in the Company's
cumulative total returns with those of the S&P 500 Index and the Dow Jones
Securities Brokerage Group Index. From December 31, 1990 through December 31,
1995 the cumulative total return of the Company's stock was 1,145 percent. By
comparison, in the same period the Dow Jones Securities Brokerage Group Index
grew 249 percent and the S&P 500 Index grew 115 percent. The Committee believes
that the executive officers' equity participation in the Company is a
meaningful factor contributing to the Company's success.
ANNUAL BASE SALARY
The Company believes that base salary is frequently a significant factor in
attracting, motivating and retaining competent and skilled executive officers.
To maintain a competitive advantage, the Committee reviews base salaries of
executive officers annually and generally sets the base salary of its executive
officers at or near the average of the levels paid by the other companies it
reviews. (See "Compensation Policies.")
VARIABLE COMPENSATION
Corporate Executive Bonus Plan. The Corporate Executive Bonus Plan pays
bonuses each year to executive officers (other than the Chairman, who is
covered under an employment agreement with the Company, see "Chairman's
Compensation" below) based on the Company's performance. Depending upon the
Company's net revenue growth and pre-tax profit margin, the bonus plan is paid
out at a percentage of each participant's bonus target. Targets are expressed
as a percentage of base salary, which are determined by the Committee based on
the factors discussed above (see "Compensation Policies"). The Committee sets
26
<PAGE>
target bonuses in the first quarter of each year based upon the recommendation
of the Chairman and, where appropriate, the President. In the case of the
President and the Vice Chairman, who receive all of their annual incentive
compensation under the Plan, the target bonuses can be up to 300% and 100% of
base salary, respectively. In the case of the remaining executive officers, who
also participate in the Annual Executive Individual Performance Plan (discussed
below), the target bonuses can be up to 50% of base salary. The target bonus is
adjusted upward or downward, in accordance with a payout matrix adopted by the
Committee at the time the target bonus is established, that will result in a
payout of a multiple (or fraction) of the target bonus depending upon the
Company's performance. The factors determining bonuses in the matrix are pre-
tax profit margin and net revenue growth. In general, a given percentage change
in pre-tax profit margin will have a greater impact on the determination of
bonus payments than the same percentage change in the net revenue growth rate.
In 1995, the Company achieved a pre-tax profit margin of 20 percent and net
revenue growth of 33 percent. Based on this performance, executive officers
received bonuses in excess of 100 percent of their target bonus amounts in
1995.
Annual Executive Individual Performance Plan. The Annual Executive Individual
Performance Plan pays bonuses to executive officers other than the Chairman,
Vice Chairman and President based on a subjective determination of each such
officer's individual contribution to the attainment of the Company's
performance objectives, made by the Committee upon the recommendation of the
Chairman and the President. In general, such recommendations are based in
significant part upon such officer's success in achieving specific goals
identified in such officer's business plan. The amount available for payments
under the plan is determined in accordance with a matrix, adopted by the
Committee in its discretion, in advance from time to time, that generates a
funding amount based upon the level of the Company's net revenue growth and
pretax profit margin. Although individual bonuses under the plan may vary in
recognition of individual achievements, the aggregate amount of executive
officer bonuses payable under the plan is based strictly on the Company's
performance.
1992 Stock Incentive Plan. In 1992, the Board of Directors approved a stock
incentive plan (the "1992 Plan"), which was approved by the stockholders of the
Company at the 1992 Annual Meeting and became effective on May 8, 1992. Under
the 1992 Plan, stock option grants are made to executive officers by the
Committee, based upon the factors discussed above (see "Compensation
Policies").
The Committee has adopted a policy of granting infrequent and large stock
option awards to executive officers rather than annual, smaller grants. The
Committee believes that large, but infrequent awards provide a more powerful
incentive to executive officers to achieve sustained growth over the long term.
The Committee intends that stock-based incentives will be the sole long term
incentives payable to executive officers.
During 1995, stock option grants were made to certain of the Company's
executive officers. In addition, certain of the Company's executive officers
received grants of restricted shares. To determine the size of the grants, the
Company reviewed and presented to the Committee data obtained from an
independent consultant
27
<PAGE>
concerning levels of long term compensation for executive officers of selected
financial services companies and companies of comparable size, rates of growth,
and/or financial returns, as well as the value of prior outstanding nonvested
options. In approving an option grant of 500,000 shares to Mr. Schwab, the
Committee considered data provided by an independent consultant on long term
compensation for chief executive officers and used the same methodology as for
other executive officers.
CHAIRMAN'S COMPENSATION
The Company's Chairman, Charles R. Schwab, is compensated based on an
employment agreement that was entered into between the Company and Mr. Schwab
and approved by the stockholders, effective as of March 31, 1995 (see
"Employment Agreement and Name Assignment"). Under the terms of his Employment
Agreement, Mr. Schwab receives a base salary of $800,000, subject to annual
increases based on increases in the Consumer Price Index. Mr. Schwab is also
entitled to receive an annual bonus, the amount of which, if any, is a multiple
of his base salary, calculated pursuant to a matrix adopted by the Committee,
in advance from time to time, that relates the amount of the bonus to the
Company's performance for the year relative to net revenue growth and pre-tax
profit margin.
The Committee believes that Mr. Schwab's leadership is a vital factor in
the Company's success. The Committee believes that Mr. Schwab provides the
Company with the leadership, vision and inspiration for innovation that has
generated the Company's growth and superior performance, and that the Company's
overall strategic direction as developed by Mr. Schwab is critical to enhancing
the future long term value of the Company for its stockholders. Mr. Schwab's
leadership has enabled the Company to substantially outperform both the S&P 500
Index and the Dow Jones Securities Brokerage Group over the past five year
period, and has enabled the Company to achieve a price-earnings multiple
greater than the S&P 500 Index. Based upon the Company's attainment in 1995 of
a pre-tax profit margin of 20 percent and net revenue growth of 33 percent,
which resulted in pre-tax profit for 1995 of over $277,000,000, the amount of
Mr. Schwab's annual bonus for 1995, calculated pursuant to the matrix, was
$8,606,000. During 1995, Mr. Schwab also received a stock option grant of
500,000 shares at $25.625, the market price on the grant date.
TAX LAW LIMITS ON EXECUTIVE COMPENSATION
The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
Code, which limits deductions for certain executive compensation in excess of
$1 million. Certain types of compensation are deductible only if performance
criteria are specified in detail, and payments are contingent on stockholder
approval of the compensation arrangement. The Company believes that it is in
the best interests of its stockholders to structure compensation plans to
achieve deductibility under Section 162(m), except where the benefit of such
deductibility is outweighed by the need for flexibility or the attainment of
other corporate objectives. Accordingly, the Company's Corporate Executive
Bonus Plan and 1992 Stock Incentive Plan were approved by the stockholders in
1994, amendments to the Company's Corporate Executive Bonus Plan were approved
by the stockholders in 1995, and the Company's employment agreement with Mr.
Schwab was
28
<PAGE>
approved by the stockholders in 1995. The Committee will continue to monitor
issues concerning the deductibility of executive compensation and will take
appropriate action if and when it is warranted. Since corporate objectives may
not always be consistent with the requirements for full deductibility, the
Committee is prepared, if it deems appropriate, to enter into compensation
arrangements under which payments may not be deductible under Section 162(m);
deductibility will not be the sole factor used by the Committee in ascertaining
appropriate levels or modes of compensation.
Compensation Committee of the Board of
Directors
Roger O. Walther, Chairman
C. Preston Butcher
Stephen T. McLin
29
<PAGE>
PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total returns
for the Company's Common Stock, the S&P 500 Index and the Dow Jones Securities
Brokerage Group Index, each of which assumes an initial investment of $100 and
reinvestment of dividends.
Comparison of Five Year Cumulative Total Return* Among
The Charles Schwab Corporation, S&P 500 Index and
Dow Jones Securities Brokerage Group Index Over Five Year Period Ended
December 31, 1995**
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Charles Schwab Corporation $100 $404 $350 $656 $714 $1,245
- --------------------------------------------------------------------------------
Dow Jones Securities Brokerage Group Index $100 $216 $224 $288 $255 $349
- --------------------------------------------------------------------------------
S&P 500 Index $100 $130 $140 $155 $157 $215
- --------------------------------------------------------------------------------
</TABLE>
- ----------------------
* Total return assumes reinvestment of dividends.
** Information presented as of the end of each fiscal year ended December 31.
30
<PAGE>
EMPLOYMENT AGREEMENT AND NAME ASSIGNMENT
The Company has entered into an employment agreement, effective March 31,
1995, with Mr. Schwab, which replaced an earlier employment agreement that
expired on that date, and which was approved by the Company's stockholders. The
Employment Agreement has a term of five years, and provides that as of each
March 31, the term of the Employment Agreement automatically will be extended
by an additional year, subject to the same terms and conditions, unless either
party provides notice to the other, by that date, of an intention not to so
extend the agreement.
The Employment Agreement provides for an annual base salary of $800,000,
subject to annual adjustment based on increases in the Consumer Price Index,
and provides that Mr. Schwab will participate in all compensation and fringe
benefit programs made available to other senior executives, including the
Company's stock incentive plan, except that, in lieu of participating in the
executive bonus plans, Mr. Schwab's annual bonus, if any, will be a multiple of
his base salary, and will be based solely on the Company's performance for the
year relative to net revenue growth and pre-tax profit margin, based on a
matrix, adopted by the Committee from time to time in advance.
The Employment Agreement also provides that certain compensation and benefits
will be paid or provided to Mr. Schwab (or his immediate family or estate) in
the event his employment is terminated involuntarily, other than for cause,
prior to the expiration of the Employment Agreement. For these purposes,
"cause" is defined as the commission of a felonious act, or willful and gross
negligence or misconduct that results in material harm to the Company. Mr.
Schwab's resignation following a material change in his capacities or duties at
Schwab or the Company is included in the definition of "involuntary
termination." If an involuntary termination is for reasons other than death,
disability or for "cause," Mr. Schwab will be entitled to receive for a period
of thirty-six (36) months all compensation to which he would have been entitled
had he not been terminated, including his base salary and participation in all
bonus, incentive and other compensation benefit plans for which he was or would
have been eligible (but excluding additional grants under the Company's stock
incentive plan). In addition, all outstanding, unvested awards under the
Company's stock incentive plan will vest fully on the effective date of the
termination. If an involuntary termination is by reason of disability, Mr.
Schwab will be entitled to receive his base salary, less any payments under the
Company's long term disability plan, and benefits (but not bonuses or other
incentive compensation) for a period of thirty-six (36) months from such
termination, and shall also receive a pro-rated portion of any bonus or
incentive payments payable with respect to the year in which the disability
occurs. If an involuntary termination is by reason of death, a lump sum payment
will be made to Mr. Schwab's estate equal to five times his then base salary.
If Mr. Schwab should voluntarily resign his employment within twenty-four (24)
months of a change in control of the Company, he shall be entitled to receive a
pro-rated portion of any bonus or incentive payments payable with respect to
the year in which the resignation occurs.
In addition, if Mr. Schwab's employment should terminate on account of any
voluntary resignation, or on account of an involuntary termination occurring
within twenty-four (24) months of a change in control of
31
<PAGE>
the Company, Mr. Schwab shall have the right (but not the obligation) to enter
into a consulting arrangement under which he would provide certain consulting
services to the Company for a period of five years, in exchange for an annual
payment equal to the lesser of $1 million or 75% of his then base salary. The
Employment Agreement precludes Mr. Schwab from becoming associated with any
business competing with the Company for a period of five years following a
voluntary resignation of employment (except that such covenant would not apply
to a resignation of employment occurring within 24 months of a change in
control of the Company).
The Company and Schwab also are parties to an Assignment and License
agreement with Mr. Schwab (the "Name Assignment") that was approved in July
1987 by the Company's non-employee director. Pursuant to the Name Assignment,
Mr. Schwab has assigned to the Company all service mark, trademark, and trade
name rights in and to Mr. Schwab's name (and variations thereon) and likeness,
subject to Mr. Schwab's perpetual, exclusive, irrevocable right to use his name
and likeness for any activity other than the financial services business. In
addition, Mr. Schwab will be entitled to use his likeness in the financial
services business, beginning immediately after any termination of his
employment for some purposes (specifically, the sale, distribution, broadcast
and promotion of books, videotapes, lectures, radio programs and television
programs, and also financial planning, provided in the case of financial
planning only that it may not be in direct competition with any business in
which the Company or its subsidiaries are then engaged or plan to enter within
three months) and beginning two years after any termination of his employment
for all other purposes, provided that Mr. Schwab may not use his likeness in a
way that causes confusion as to whether the Company is involved with goods or
services actually marketed by Mr. Schwab or by third parties unrelated to the
Company. Subject to the same prohibition against actual confusion of customers,
Mr. Schwab at all times will be able to use his own name to identify himself
but not as a service mark, trademark or trade name in the financial services
business. The "financial services business" is defined in the Name Assignment
as the business in which Schwab is currently engaged and any additional and
related businesses in which the Company or Schwab is permitted to engage under
rules and regulations of applicable regulatory agencies. The Company's right to
assign or license the right to use Mr. Schwab's name and likeness are severely
constrained during Mr. Schwab's lifetime.
No cash consideration is to be paid to Mr. Schwab for the Name Assignment
while he is employed by the Company or, after that employment terminates, while
he is receiving compensation pursuant to 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 (0.3%) of the aggregate net revenues of the Company (on a consolidated
basis) and those of its unconsolidated assignees and licensees that use the
name or likeness. These payments may not, however, exceed $2,000,000 per year,
adjusted up or down to reflect changes from the cost of living prevailing in
the San Francisco Bay Area during specified months in 1987, and they will
terminate if the Company and its subsidiaries cease using the name and
likeness.
32
<PAGE>
CERTAIN SEVERANCE ARRANGEMENTS
The Company has a Change in Control Severance Plan (the "Severance Plan"),
which covers the executive officers named in the Summary Compensation Table
(except Mr. Schwab), and also covers other key executives. The Severance Plan
provides that, if the executive is terminated other than for cause (as defined
in the Severance Plan) within three years after a change in control of the
Company or if the executive terminates his or her employment for good reason
within such three-year period or voluntarily during the thirty-day period
following the first anniversary of the change in control, the executive is
entitled to receive a lump sum severance payment equal to three times the sum
of his or her base salary and highest annual bonus, together with certain other
payments and benefits, including continuation of employee welfare benefits. An
additional payment is required to compensate the executive for any excise taxes
imposed upon payments under the agreements.
1992 STOCK INCENTIVE PLAN
Under the 1992 Stock Incentive Plan, non-employee directors of the Company
receive an annual, automatic option grant covering shares of the Company's
Common Stock. The Company has submitted for stockholder approval a proposal
which increases the annual, automatic option grant to the non-employee
directors of the Company. The proposal increases the option grant from 1,000
shares of Common Stock to either (a) 1,500 shares of Common Stock if the
exercise price, determined as of the grant date, is $35.00 or more, or (b)
2,500 shares of Common Stock if the exercise price, determined as of the grant
date, is less than $35.00.
The following table shows information relating to the proposed increase in
the automatic option grants to non-employee directors.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
1992
STOCK INCENTIVE
PLAN (1)
------------------
DOLLAR NUMBER OF
NAME VALUE UNITS (2)
- ---- ------ -----------
<S> <C> <C>
Nancy H. Bechtle............................................. * 1,500/2,500
C. Preston Butcher........................................... * 1,500/2,500
Donald G. Fisher............................................. * 1,500/2,500
Anthony M. Frank............................................. * 1,500/2,500
James R. Harvey.............................................. * 1,500/2,500
Stephen T. McLin............................................. * 1,500/2,500
Roger O. Walter.............................................. * 1,500/2,500
</TABLE>
- ----------------------
*The dollar value of stock option grants are determined on the grant date.
33
<PAGE>
(1) The 1992 Plan is administered by the Compensation Committee of the Board of
Directors, but the Committee has no discretion with respect to the grant of
nonqualified stock options ("NSOs") to non-employee directors. Under the
1992 Plan, each non-employee director receives an annual grant of an option
on shares of Common Stock. This grant is made on and as of May 15 of each
year, and if May 15 is not a business day, then the grant is made on and as
of the next succeeding business day. The exercise price is the fair market
value of Common Stock on the date of each annual grant, and options must be
exercised while the optionee is a director. (For purposes of the 1992 Plan,
"fair market value" is defined as the closing price of a share of Common
Stock as reported by the New York Stock Exchange Composite Transactions
Index for date of grant or award, as the case may be.) Options so granted
to non-employee directors are otherwise subject to all the terms and
conditions of the 1992 Plan. The exercise price of an option must be equal
to or greater than the fair market value of Common Stock on the date of
grant. All options are nontransferable prior to the optionee's death. Each
NSO is exercisable in full at all times during its term, which is 10 years
from date of grant. The exercise price of an option may be paid in cash or,
at the discretion of the Committee, by the surrender of shares of Common
Stock or Restricted Common Stock already owned by the optionee. The
Committee may also permit an optionee to pay the exercise price of an
option by giving "exercise/sale" directions. If exercise/sale directions
are given, a sufficient number of option shares to pay the exercise price
and any withholding taxes are issued directly to Schwab which, in turn,
sells these shares in the open market. Schwab remits to the Company the
proceeds from the sale of these shares, and the optionee receives the
remaining option shares. The Committee may also permit optionees to satisfy
their withholding tax obligation upon exercise of an NSO by surrendering a
portion of their option shares to the Company.
Under the current federal income tax laws, the federal income tax
consequences of awards under the Plan can be summarized as follows:
At the time the options are granted, the award of stock options will
have no federal income tax consequences to the Company or the optionee.
Upon exercise of the option, the optionee generally will recognize
ordinary income in an amount equal to the excess of the fair market
value of the optioned shares at the time of exercise over the exercise
price. Such ordinary income will be subject to withholding tax, and the
amount of ordinary income recognized by the optionee generally will be
deductible by the Company in the same year that the income is recognized
by the optionee. Upon any subsequent disposition of the shares, any
additional gain or loss recognized by the holder generally will be
capital gain or loss.
(2) Each non-employee director will receive an annual, automatic option grant
of either (a) 1,500 shares of Common Stock if the exercise price,
determined as of the grant date, is $35 or more, or (b) 2,500 shares of
Common Stock if the exercise price, determined as of the grant date, is
less than $35.
34
<PAGE>
CERTAIN TRANSACTIONS
Certain directors and executive officers maintain margin trading accounts
with Schwab. Extensions of credit in such accounts were made in the ordinary
course of Schwab's business, were made on substantially the same terms
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unaffiliated persons, and did not involve more
than the normal risk of collectibility or present other unfavorable features.
To the extent any employees of the Company wish to purchase common stock in
brokerage transactions, they ordinarily are required to do so through Schwab.
Schwab offers its employees a 20% discount on its standard commission rates for
all brokerage transactions.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent certified public accountants for the current fiscal year. Through
its predecessor, Deloitte Haskins & Sells, Deloitte & Touche LLP has served as
the accountants for the Company or Schwab since 1976. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting to
respond to appropriate questions from stockholders and will have the
opportunity to make a statement.
STOCKHOLDER PROPOSALS
Director nominations, proposals and other business which stockholders wish to
present at the 1997 Annual Meeting of Stockholders must be received by the
Company no later than March 7, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mary B. Templeton
Mary B. Templeton
Corporate Secretary
March 22, 1996
San Francisco, California
35
<PAGE>
EXHIBIT A
AMENDMENT TO THE 1992 STOCK INCENTIVE PLAN
The Compensation Committee of the Company has adopted the following amendment
to Section 4.2(a) of the 1992 Stock Incentive Plan, effective upon approval of
this amendment by the stockholders the Annual Meeting.
Each Non-Employee Director shall receive an NSO covering 2,500 Common
Shares for each Award Year with respect to which he or she serves as a Non-
Employee Director on the grant date described in subsection (b) below;
provided that the NSO shall cover 1,500 shares if the Exercise Price,
determined as of the grant date, is $35 or more;
<PAGE>
EXHIBIT B
AMENDMENT TO THE ARTICLES OF INCORPORATION
The Board of Directors has adopted the following amendments to Articles
FOURTH, FIFTH, SIXTH, SEVENTH, NINTH, ELEVENTH and TWELFTH in the Articles of
Incorporation, effective upon approval by the stockholders at the Annual
Meeting:
1. By deleting paragraph A of Article FOURTH and replacing it with the
following:
(A) This Corporation is authorized to issue two classes of stock,
preferred stock and common stock. The authorized number of shares of
capital stock is Five Hundred Nine Million, Nine Hundred Forty Thousand
(509,940,000) shares, of which the authorized number of shares of preferred
stock is Nine Million, Nine Hundred Forty Thousand (9,940,000) and the
authorized number of shares of common stock is Five Hundred Million
(500,000,000). The stock, whether preferred stock or common stock, shall
have a par value of one cent ($0.01) per share.
2. By deleting paragraph C of Article FOURTH in its entirety.
3. By deleting Article FIFTH and replacing it with the following:
FIFTH. The Bylaws of the Corporation may be made, altered, amended, or
repealed, and new Bylaws may be adopted, by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of those
directors present at any meeting of the directors; subject, however, to the
right of the stockholders to alter, amend or repeal any Bylaws made or
amended by the directors. Notwithstanding the foregoing, after the 1996
Annual Meeting of Stockholders, Sections 2.06, 2.10, 3.02, 3.05, 3.06 and
8.04 of the Corporation's Bylaws may not be amended, altered or repealed,
nor may any provision inconsistent with such Sections be adopted, except by
the affirmative vote of the holders of no less than 80% of the total voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
4. By deleting Article SIXTH and replacing it with the following:
SIXTH.
(A) Number, Election and Terms. Except as otherwise fixed by or pursuant
to the provisions of Article FOURTH hereof relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional directors
under specified circumstances, the number of the directors of the Board of
the Corporation shall be fixed from time to time exclusively pursuant to a
resolution adopted by a majority of the total number of directors which the
Corporation would have if there were no vacancies. Commencing with the 1996
annual meeting of stockholders, the directors, other than those who may be
elected by the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold office,
into three classes, as nearly
<PAGE>
equal in number as is reasonably possible, one class to be originally
elected for a term expiring at the annual meeting of stockholders to be
held in 1997, the second class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1998, and the third
class to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1999, with each director to hold office until
his or her successor is duly elected and qualified. At each annual meeting
of the stockholders of the Corporation, commencing with the 1997 annual
meeting, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
(B) Stockholder nomination of director candidates. Advance notice of
stockholder nominations for the election of directors shall be given in the
manner provided in the Bylaws of the Corporation.
(C) Vacancies. Subject to applicable law and except as otherwise provided
for in or fixed by or pursuant to the provisions of Article FOURTH hereof
relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, and unless
the Board of Directors otherwise determines, vacancies resulting from
death, resignation, retirement, disqualification, removal from office or
other cause, and newly created directorships resulting from any increase in
the authorized number of directors, may be filled only by the affirmative
vote of a majority of the remaining directors, though less than a quorum of
the Board of Directors, and directors so chosen shall hold office for a
term expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until such
director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the Board of
Directors of the Corporation shall shorten the term of any incumbent
director.
(D) Removal. Subject to the rights of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation to
elect directors under specified circumstances, any director may be removed
from office at any time, but only for cause and only by the affirmative
vote of the holders of 80% of the combined voting power of the then
outstanding shares of stock entitled to vote generally in the election of
directors, voting together as a single class.
5. By deleting Article SEVENTH and replacing it with the following:
SEVENTH. Elections of directors shall be by written ballot.
6. By deleting Article NINTH and replacing it with the following:
NINTH. No stockholder shall be entitled to cumulate votes (i.e., cast for
any nominee for election to the Board of Directors of the Corporation a
number of votes greater than the number of the stockholder's shares).
2
<PAGE>
7. By renumbering Article ELEVENTH as Article TWELFTH and adding the
following as Article ELEVENTH:
ELEVENTH. Except as otherwise fixed by or pursuant to the provisions of
Article FOURTH hereof relating to the rights of holders of any class or
series of stock having a preference over the Common Stock as to dividends
or upon liquidation with respect to such class or series of stock, any
action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by any consent in writing by such
stockholders.
8. By deleting the word "ELEVENTH" from paragraph A of newly renumbered
Article TWELFTH and replacing it with the word "TWELFTH" and by deleting the
phrase "this Article ELEVENTH or Article TENTH" from paragraph B of newly
renumbered Article TWELFTH and replacing it with "this Article TWELFTH or
Articles FIFTH, SIXTH, NINTH, TENTH and ELEVENTH".
RESOLVED FURTHER, that at any time prior to the filing of the amendments with
the Delaware Secretary of State and notwithstanding authorization of the
proposed amendments by the stockholders of the Corporation, the Board may
abandon such proposed amendments without further action by the stockholders.
3
<PAGE>
EXHIBIT C
CONFORMING BYLAW AMENDMENTS
The Board of Directors has adopted the following amendments to following
Sections 2.10, 3.02, 3.05 and 3.06 of the Bylaws, effective upon approval of
the Amendments to the Articles of Incorporation by the stockholders at the
Annual Meeting:
1. By deleting newly renumbered Section 2.10 and replacing it with the
following:
Section 2.10. No Stockholder Action by Written Consent. Except as
otherwise fixed by or pursuant to the provisions of Article FOURTH of the
Certificate of Incorporation relating to the rights of holders of any class
or series of stock having a preference over the Common Stock as to
dividends or upon liquidation with respect to such class or series of
stock, any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in writing by such
stockholders.
2. By deleting Section 3.02 and replacing it with the following:
Section 3.02. Number, Election and Terms. Except as otherwise fixed by or
pursuant to the provisions of Article FOURTH of the Certificate of
Incorporation relating to the rights of the holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances,
the number of the directors of the Board of the Corporation shall be fixed
from time to time exclusively pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have
if there were no vacancies. Commencing with the 1996 annual meeting of
stockholders, the directors, other than those who may be elected by the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be classified, with
respect to the time for which they severally hold office, into three
classes, as nearly equal in number as is reasonably possible, one class to
be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1997, the second class to be originally elected
for a term expiring at the annual meeting of stockholders to be held in
1998, and the third class to be originally elected for a term expiring at
the annual meeting of stockholders to be held in 1999, with each director
to hold office to hold office until his or her successor is duty elected
and qualified. At each annual meeting of the stockholders of the
Corporation, commencing with the 1997 annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election, with each director
to hold office until his or her director shall have been duly elected and
qualified.
3. By deleting Section 3.05 and replacing it with the following:
Section 3.05. Removal. Subject to the rights of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances,
<PAGE>
any director may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of 80% of the combined voting
power of the then outstanding shares of stock entitled to vote generally in
the election of directors, voting together as a single class.
4. By deleting Section 3.06 and replacing it with the following:
Section 3.06. Vacancies. Subject to applicable law and except as
otherwise provided for in or fixed by or pursuant to the provisions of
Article FOURTH of the Certificate of Incorporation relating to the rights
of the holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances, and unless the Board of Directors otherwise
determines, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall
have been duly elected and qualified. No decrease in the number of
authorized directors constituting the Board of Directors of the Corporation
shall shorten the term of any incumbent director.
2
<PAGE>
EXHIBIT D
OTHER RELATED BYLAW AMENDMENTS
The Board of Directors has adopted the following amendments to Sections 1.01,
2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 3.03, 3.10 and 8.04 of the
Bylaws, effective on May 6, 1996:
1. By deleting Section 1.01 and replacing it with the following:
Section 1.01. Registered Office. The registered office of The Charles
Schwab Corporation (the "Corporation") in the State of Delaware shall be at
1209 Orange Street, Wilmington, Delaware, and the name of the registered
agent at that address shall be the Corporation Trust Company.
2. By deleting the phrase ", and shall be called by the Chairman of the Board
at the request in writing of a person or persons holding, directly or
indirectly, not less than 25% of the votes entitled to be cast for the election
of directors at the time any such determination is being made" from the first
sentence of Section 2.02.
3. By deleting Section 2.03 and replacing it with the following:
Section 2.03. Place of Meeting. The Board of Directors, the Chairman of
the Board, or a committee of the Board, as the case may be, may designate
the place of meeting for any annual meeting or for any special meeting of
the stockholders called by the Board of Directors, the Chairman of the
Board, or a committee of the Board. If no designation is so made, the place
of meeting shall be the principal office of the Corporation.
4. By deleting Section 2.04 and replacing it with the following:
Section 2.04. Notice of Meeting. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be delivered by the Corporation not less than
ten (10) days nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon
prepaid, addressed to the stockholder at his address as it appears on the
stock transfer books of the Corporation. Such further notice shall be given
as may be required by law. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Meetings may be
held without notice if all stockholders entitled to vote are present, or if
notice is waived by those not present in accordance with Section 8.02 of
these Bylaws. Any previously scheduled meeting of the stockholders may be
postponed, and (unless the Certificate of Incorporation otherwise provides)
any special meeting of the stockholders may be canceled, by resolution of
the Board upon public notice given prior to the date previously scheduled
for such meeting of stockholders.
<PAGE>
5. By deleting the title of Section 2.05 and replacing it with the following
title:
Section 2.05. Quorum and Adjournment.
6. By deleting the third sentence of Section 2.05 and replacing it with the
following:
The Chairman of the meeting or a majority of the shares so represented
may adjourn the meeting from time to time, whether or not there is such a
quorum. No notice of the time and place of adjourned meetings need be given
except as required by law.
7. By renumbering Sections 2.06, 2.07, 2.08 and 2.09 as Sections 2.07, 2.08,
2.09 and 2.10 and adding the following after Section 2.05:
Section 2.06. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders. (i) Nominations of persons for
election to the Board and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (A)
pursuant to the Corporation's notice of meeting, (B) by or at the
direction of the Board or (C) by any stockholder of the Corporation who
was a stockholder of record at the time of giving of notice provided
for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.
(ii) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (C) of paragraph
(a)(i) of this Bylaw, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. To
be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than
the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the close of business
on the 90th day prior to such annual meeting and not later than the
close of business on the later of (a) the 60th day prior to such annual
meeting, or (b) the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or re-election as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (B) as to any other business that
the stockholder proposes to bring before the meeting, a brief
description of the
2
<PAGE>
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (C) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (1) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (2) the class and number of shares of the
Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.
(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of the Corporation is increased
and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board
at least 70 days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Bylaw shall
also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on
which such public announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting. Nominations of persons for election to the Board may be made
at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting (i) by or at
the direction of the Board or (ii) provided that the Board has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the
time of giving of notice provided for in this Bylaw, who shall be
entitled to vote at the meeting and who complies with the notice
procedures set forth in this Bylaw. In the event the Corporation calls
a special meeting of stockholders for the purpose of electing one or
more directors to the Board, any such stockholder may nominate a person
or persons (as the case may be), for election to such position(s) as
specified in the Corporation's notice of meeting, if the stockholder's
notice required by paragraph (a)(ii) of this Bylaw shall be delivered
to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such
special meeting and not later than the close of business on the later
of the 60th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board to be elected
at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the
giving of a stockholder's notice as described above.
(c) General. (i) Only such persons who are nominated in accordance
with the procedures set forth in this Bylaw shall be eligible to serve
as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Bylaw. Except as
otherwise provided by law, the Chairman of the
3
<PAGE>
meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set
forth in this Bylaw and, if any proposed nomination or business is not
in compliance with this Bylaw, to declare that such defective proposal
or nomination shall be disregarded.
(ii) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this Bylaw. Nothing in this Bylaw shall be
deemed to affect any rights (A) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (B) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.
8. By deleting the phrases "need not be by ballot, unless so directed by the
chairman of the meeting." and "on a vote by ballot" from the fourth and fifth
sentences, respectively, of newly renumbered Section 2.07(c) and replacing such
with "shall be by ballot and".
9. By adding the following to the end of newly renumbered Section 2.07(c):
The chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at a meeting.
10. By deleting Section 3.03 and replacing it with the following:
Section 3.03. Procedure for Election of Directors; Required Vote.
Election of directors at all meetings of the stockholders at which
directors are to be elected shall be by ballot, and, except as otherwise
fixed by or pursuant to the provisions of Article FOURTH of the Certificate
of Incorporation relating to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends
or upon liquidation to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors.
11. By deleting the second sentence of Section 3.10 and replacing it with the
following:
Notice of any special meeting of directors shall be given to each
director at his business or residence in writing by hand delivery, first-
class or overnight mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such
notice shall be deemed adequately delivered when deposited in the United
States mails so addressed, with postage thereon prepaid, at least five (5)
days before such meeting. If by telegram, overnight mail or courier
service, such notice shall be deemed adequately delivered when the telegram
is delivered to the telegraph company or the notice is
4
<PAGE>
delivered to the overnight mail or courier service company at least twenty-
four (24) hours before such meeting. If by facsimile transmission, such
notice shall be deemed adequately delivered when the notice is transmitted
at least twelve (12) hours before such meeting. If by telephone or by hand
delivery, the notice shall be given at least twelve (12) hours prior to the
time set for the meeting.
12. By deleting the words "and shall be called by the President or the
Secretary on the written request of two directors" from the first sentence of
Section 3.10.
13. By deleting Section 8.04 and replacing it with the following:
Section 8.04. Amendments. These Bylaws may be altered, amended or repealed
at any meeting of the Board or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting and, in the case of
a meeting of the Board, in a notice given not less than two days prior to
the meeting; provided, however, that, in the case of amendments by
stockholders, notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular class
or series of the capital stock of the Corporation required by law, the
Certificate of Incorporation of these Bylaws, the affirmative vote of the
holders of at least 80% of the total voting power of all the then
outstanding shares of Voting Stock of the Corporation, voting together as a
single class, shall be required to alter, amend or repeal this Section 8.04
or any provision of Sections 2.06, 2.10, 3.02, 3.05 and 3.06 of these
Bylaws.
5
<PAGE>
NOTICE
OF
ANNUAL
STOCKHOLDERS
MEETING
AND
PROXY
STATEMENT
---------
1996
-----------
The
Charles
Schwab
Corporation
-----------
CRS 10377 (3/96)
<PAGE>
DIRECTION TO PURCHASING AGENT, CHARLES SCHWAB PROFIT SHARING
AND EMPLOYEE STOCK OWNERSHIP PLAN
To: Bankers Trust Company of California, N.A.
I direct you as Purchasing Agent of the Charles Schwab Profit Sharing and
Employee Stock Ownership Plan to vote (in person or by proxy) as I have
indicated on the reverse side all shares of The Charles Schwab Corporation stock
allocated to my ESOP account or in which I have a proportionate interest under
my Profit Sharing and/or Salary Deferral 401(k) accounts at the Annual Meeting
of Stockholders of The Charles Schwab Corporation on May 6, 1996. You may vote
according to your discretion (or that of the proxy holder) on any other matter
that may properly come before the meeting.
Your vote is important! Please sign and
date on the reverse and return promptly
in the enclosed postage-paid envelope
to Bankers Trust Company, Box 1997
G.P.O., New York, N.Y. 10116-1997 so
that your shares can be represented at
the meeting.
(Continued and to be signed and dated on reverse side.)
<PAGE>
(Continued from reverse side) [X] Please mark votes as in this example.
I have checked the appropriate boxes below. If I return this card without
marking my specific choice in the boxes below, you will vote "For" the
proposals. The Board of Directors recommends a vote "FOR" the following
proposals.
1. Election of Directors
Nominees: Charles R. Schwab, Lawrence J. Stupski, David S. Pottruck,
Nancy H. Bechtle, C. Preston Butcher, Donald G. Fisher,
Anthony M. Frank, James R. Harvey, Stephen T. McLin, and
Roger O. Walther.
[ ] FOR all nominees [ ] WITHHELD from all nominees
[ ] FOR, except vote withheld from the following nominee(s):
-------------------------------------------------------------------------
2. Approval of an increase in the authorized number of shares of
Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of Amendment to the 1992 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approval of Amendments to the Certificate of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Dated , 1996
----------------------
----------------------------------
Signature
Please sign exactly as name
appears hereon.
<PAGE>
THE CHARLES SCHWAB CORPORATION
1992 STOCK INCENTIVE PLAN
(RESTATED TO INCLUDE AMENDMENTS TO BE APPROVED
AT THE 1996 ANNUAL MEETING OF STOCKHOLDERS)
ARTICLE 1. INTRODUCTION.
The Plan was adopted by the Board of Directors on March 26, 1992. The
purpose of the Plan is to promote the long-term success of the Company and the
creation of incremental stockholder value by (a) encouraging Non-Employee
Directors and Key Employees to focus on long-range objectives, (b) encouraging
the attraction and retention of Non-Employee Directors and Key Employees with
exceptional qualifications and (c) linking Non-Employee Directors and Key
Employees directly to stockholder interests. The Plan seeks to achieve this
purpose by providing for Awards in the form of Restricted Shares, Performance
Share Awards or Options, which may constitute incentive stock options or
nonstatutory stock options. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
ARTICLE 2. ADMINISTRATION.
2.1 The Committee. The Plan shall be administered by the Committee.
-------------
The Committee shall consist of two or more disinterested directors of the
Company, who shall be appointed by the Board. A member of the Committee shall
not be eligible to receive any award under the Plan, other than Options granted
under Section 4.2.
2.2 Disinterested Directors. A member of the Board shall be deemed
-----------------------
to be "disinterested" only if he or she satisfies such requirements as the
Securities and Exchange Commission may establish for disinterested
administrators acting under plans intended to qualify for exemption under Rule
16b-3 (or its successor) under the Exchange Act.
2.3 Committee Responsibilities. The Committee shall select the Key
--------------------------
Employees who are to receive Awards under the Plan, determine the amount,
vesting requirements and other conditions of such Awards, may interpret the
Plan, and make all other decisions relating to the operation of the Plan. The
Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.
ARTICLE 3. LIMITATION ON AWARDS.
The aggregate number of Restricted Shares, Performance Share Awards
and Options awarded under the Plan shall not exceed 6,550,000 (including those
shares awarded prior to the amendment of the Plan). If any Restricted Shares,
Performance Share Awards or Options are forfeited, or if any Performance Share
Awards terminate for any other reason without the associated Common Shares being
issued, or if any Options terminate for any other reason before
1
<PAGE>
being exercised, then such Restricted Shares, Performance Share Awards or
Options shall again become available for Awards under the Plan. The limitation
of this Article 3 shall be subject to adjustment pursuant to Article 10. Any
Common Shares issued pursuant to the Plan may be authorized but unissued shares
or treasury shares.
Subject to the overall limit on the aggregate shares set forth above,
the following limitations shall apply: (a) The maximum number of Common Shares
which may be granted subject to an Option to any one Participant in any one
fiscal year shall be 500,000; and (b) The maximum number of Restricted Shares or
Performance Share Awards which may be granted to any one Participant in any one
fiscal year shall be 200,000.
ARTICLE 4. ELIGIBILITY.
4.1 General Rule. Except as provided in Section 4.2, only Key
------------
Employees shall be eligible for designation as Participants by the Committee.
4.2 Non-Employee Directors. Non-Employee Directors shall be entitled
----------------------
to receive the NSOs described in this Section 4.2 (and no other Awards).
(a) Each Non-Employee Director shall receive a Non-Officer Stock Option
covering 2,500 Common Shares for each Award Year with respect to which he
or she serves as a Non-Employee Director on the grant date described in
subsection (b) below; provided that the Non-Officer Stock Option shall
cover 1,500 shares if the Exercise Price determined as of the grant date,
is $35 or more;
(b) The NSO for a particular Award Year shall be granted to each Non-
Employee Director as of May 15 of each Award Year, and if May 15 is not a
business day, then the grant shall be made on and as of the next
succeeding business day;
(c) Each NSO shall be exercisable in full at all times during its term;
(d) The term of each NSO shall be 10 years; provided, however, that any
unexercised NSO shall expire on the date that the Optionee ceases to be a
Non-Employee Director or a Key Employee for any reason other than death or
disability. If an Optionee ceases to be a Non-Employee Director or Key
Employee on account of death or disability, any unexercised NSO shall
expire on the earlier of the date 10 years after the date of grant or one
year after the date of death or disability of such Director; and
(e) The Exercise Price under each NSO shall be equal to the Fair Market
Value on the date of grant and shall be payable in any of the forms
described in Article 6.
4.3 Ten-Percent Stockholders. A Key Employee who owns more than 10
------------------------
percent of the total combined voting power of all classes of outstanding stock
of the Company or any of its Subsidiaries shall not be eligible for the grant of
an ISO unless (a) the Exercise price under such ISO is at least 110 percent of
the Fair Market Value of a Common Share on the date of grant and
2
<PAGE>
(b) such ISO by its terms is not exercisable after the expiration of five years
from the date of grant.
4.4 Attribution Rules. For purposes of Section 4.3, in determining stock
-----------------
ownership, a Key Employee shall be deemed to own the stock owned, directly or
indirectly, by or for his or her brothers, sisters, spouse, ancestors or lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or
for its stockholders, partners or beneficiaries. Stock with respect to which the
Key Employee holds an option shall not be counted.
4.5 Outstanding Stock. For purposes of Section 4.3, "outstanding stock"
-----------------
shall include all stock actually issued and outstanding immediately after the
grant of the ISO to the Key Employee. "Outstanding stock" shall not include
treasury shares or shares authorized for issuance under outstanding options held
by the Key Employee or by any other person.
ARTICLE 5. OPTIONS.
5.1 Stock Option Agreement. Each grant of an Option under the Plan shall
----------------------
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan,
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical. The Committee may designate all or
any part of an Option as an ISO, except for Options granted to Non-Employee
Directors under Section 4.2. The Committee may designate all or any part of an
Option as an ISO (or, in the case of a Key Employee who is subject to the tax
laws of a foreign jurisdiction, as an option qualifying for favorable tax
treatment under the laws of such foreign jurisdiction), except for Options
granted to Non-Employee Directors under section 4.2.
5.2 Options Nontransferability. No Option granted under the Plan shall be
--------------------------
transferable by the Optionee other than by will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by him or her. No Option or interest therein may be transferred, assigned,
pledged or hypothecated by the Optionee during his or her lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.
5.3 Number of Shares. Each Stock Option Agreement shall specify the
----------------
number of Common Shares subject to the Option and shall provide for the
adjustment of such number in accordance with Article 10. Each Stock Option
Agreement shall also specify whether the Option is an ISO or an NSO.
5.4 Exercise Price. Each Stock Option Agreement shall specify the
--------------
Exercise Price. The Exercise Price under an Option shall not be less than 100
percent of the Fair Market Value of a Common Share on the date of grant, except
as otherwise provided in Section 4.3. Subject to the
3
<PAGE>
preceding sentence, the Exercise Price under any Option shall be determined by
the Committee. The Exercise Price shall be payable in accordance with Article 6.
5.5 Exercisability and Term. Each Stock Option Agreement shall specify
-----------------------
the date when all or any installment of the Option is to become exercisable.
The Stock Option Agreement shall also specify the term of the Option. The term
of an ISO shall in no event exceed 10 years from the date of grant, and Section
4.3 may require a shorter term. Subject to the preceding sentence, the
Committee shall determine when all or any part of an Option is to become
exercisable and when such Option is to expire; provided that, in appropriate
cases, the Company shall have the discretion to extend the term of an Option or
the time within which, following termination of employment, an Option may be
exercised, or to accelerate the exercisability of an Option. A Stock Option
Agreement may provide for accelerated exercisability in the event of the
Optionee's death, disability, retirement, or other termination of employment and
may provide for expiration prior to the end of its term in the event of the
termination of the Optionee's employment. Except as provided in Section 4.2,
NSOs may also be awarded in combination with Restricted Shares, and such an
Award may provide that the NSOs will not be exercisable unless the related
Restricted Shares are forfeited. In addition, NSOs granted under this Section 5
may be granted subject to forfeiture provisions which provide for forfeiture of
the Option upon the exercise of tandem awards, the terms of which are
established in other programs of the Company.
5.6 Limitation on Amount of ISOs. The aggregate fair market value
--- ----------------------------
(determined at the time the ISO is granted) of the Common Shares with respect to
which ISOs are exercisable for the first time by the Optionee during any
calendar year (under all incentive stock option plans of the Company) shall not
exceed $100,000; provided, however, that all or any portion of an Option which
cannot be exercised as an ISO because of such limitation shall be treated as an
NSO.
5.7 Effect of Change in Control. The Committee (in its sole discretion)
---------------------------
may determine, at the time of granting an Option, that such Option shall become
fully exercisable as to all Common Shares subject to such Option immediately
preceding any Change in Control with respect to the Company.
5.8 Restrictions on Transfer of Common Shares. Any Common Shares issued
-----------------------------------------
upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine. Such restrictions shall be set
forth in the applicable Stock Option Agreement and shall apply in addition to
any general restrictions that may apply to all holders of Common Shares.
5.9 Authorization of Replacement Options. Concurrently with the grant of
------------------------------------
any Option to a Participant (other than NSOs granted pursuant to Section 4.2),
the Committee may authorize the grant of Replacement Options. If Replacement
Options have been authorized by the Committee with respect to a particular award
of Options (the "Underlying Options"), the Option Agreement with respect to the
Underlying Options shall so state, and the terms and conditions of the
Replacement Options shall be provided therein. The grant of any Replacement
Options shall be effective only upon the exercise of the Underlying Options
through the use of Common Shares pursuant to Section 6.2 or Section 6.3. The
number of Replacement Options shall equal the
4
<PAGE>
number of Common Shares used to exercise the Underlying Options, and, if the
Option Agreement so provides, the number of Common Shares used to satisfy any
tax withholding requirements incident to the exercise of the Underlying Options
in accordance with Section 13.2. Upon the exercise of the Underlying Options,
the Replacement Options shall be evidenced by an amendment to the Underlying
Option Agreement. Notwithstanding the fact that the Underlying Option may be an
ISO, a Replacement Option is not intended to qualify as an ISO. The Exercise
Price of a Replacement Option shall be no less than the Fair Market Value of a
Common Share on the date the grant of the Replacement Option becomes effective.
The term of each Replacement Option shall be equal to the remaining term of the
Underlying Option. No Replacement Options shall be granted to Optionees when
Underlying Options are exercised pursuant to the terms of the Plan and the
Underlying Option Agreement following termination of the Optionee's employment.
The Committee, in its sole discretion, may establish such other terms and
conditions for Replacement Options as it deems appropriate.
5.10 Options Granted to Non-United States Key Employees. In the case
--------------------------------------------------
of Key Employees who are subject to the tax laws of a foreign jurisdiction, the
Company may issue Options to such Key Employees that contain terms required to
conform with any requirements for favorable tax treatment imposed by the laws of
such foreign jurisdiction, or as otherwise may be required by the laws of such
foreign jurisdiction. The terms of any such Options shall be governed by the
Plan, subject to the terms of any Addendum to the Plan specifically applicable
to such Options."
ARTICLE 6. PAYMENT FOR OPTION SHARES.
6.1 General Rule. The entire Exercise Price of Common Shares issued upon
------------
exercise of Options shall be payable in cash at the time when such Common Shares
are purchased, except as follows:
(a) In the case of an ISO granted under the Plan, payment shall be made
only pursuant to the express provisions of the applicable Stock Option
Agreement. However, the Committee may specify in the Stock Option
Agreement that payment may be made pursuant to Section 6.2 or 6.3.
(b) In the case of an NSO, the Committee may at any time accept payment
pursuant to Section 6.2 or 6.3.
6.2 Surrender of Stock. To the extent that this Section 6.2 is
------------------
applicable, payment for all or any part of the Exercise Price may be made with
Common Shares which are surrendered to the Company; provided, however, that such
Common Shares which are surrendered must have been beneficially owned by the
Participant for at least six (6) months prior to the date such shares are
surrendered. Such Common Shares shall be valued at their Fair Market Value on
the date when the new Common Shares are purchased under the Plan. In the event
that the Common Shares being surrendered are Restricted Shares that have not yet
become vested, the same restrictions shall be imposed upon the new Common Shares
being purchased.
5
<PAGE>
6.3 Exercise/Sale. To the extent this Section 6.3 is applicable, payment
-------------
may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to Charles Schwab & Co., Inc. to sell Common Shares
(including the Common Shares to be issued upon exercise of the Options) and to
deliver all or part of the sales proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes; provided, however, that
certain restrictions may be imposed by the Committee on persons who are
considered a director or officer of the Company, to the extent required by
Section 16 of the Exchange Act or any rule thereunder.
ARTICLE 7. RESTRICTED SHARES AND PERFORMANCE SHARE AWARDS.
7.1 Time, Amount and Form of Awards. The Committee may grant Restricted
-------------------------------
Shares or Performance Share Awards with respect to an Award Year during such
Award Year or at any time thereafter. Each such Award shall be evidenced by a
Stock Award Agreement between the Award recipient and the Company. The amount of
each Award of Restricted Shares or Performance Share Awards shall be determined
by the Committee. Awards under the Plan may be granted in the form of Restricted
Shares or Performance Share Awards or in any combination thereof, as the
Committee shall determine at its sole discretion at the time of the grant.
Restricted Shares or Performance Share Awards may also be awarded in combination
with NSOs, and such an Award may provide that the Restricted Shares or
Performance Share Awards will be forfeited in the event that the related NSOs
are exercised.
7.2 Payment for Restricted Share Awards. To the extent that an Award is
-----------------------------------
granted in the form of Restricted Shares, the Award recipient, as a condition to
the grant of such Award, shall be required to pay the Company in cash an amount
equal to the par value of such Restricted Shares.
7.3 Vesting or Issuance Conditions. Each Award of Restricted Shares shall
------------------------------
become vested, in full or in installments, upon satisfaction of the conditions
specified in the Stock Award Agreement. Common Shares shall be issued pursuant
to Performance Share Awards in full or in installments upon satisfaction of the
issuance conditions specified in the Stock Award Agreement. The Committee shall
select the vesting conditions in the case of Restricted Shares, or issuance
conditions in the case of Performance Share Awards, which may be based upon the
Participant's service, the Participant's performance, the Company's performance
or such other criteria as the Committee may adopt. A Stock Award Agreement may
also provide for accelerated vesting or issuance, as the case may be, in the
event of the Participant's death, disability or retirement. The Committee, in
its sole discretion, may determine, at the time of making an Award of Restricted
Shares, that such Award shall become fully vested in the event that a Change in
Control occurs with respect to the Company. The Committee, in its sole
discretion, may determine, at the time of making a Performance Share Award, that
the issuance conditions set forth in such Award shall be waived in the event
that a Change in Control occurs with respect to the Company.
The Committee shall have the discretion to adjust the payouts associated
with Awards downward. Unless and until (i) the rules set forth under Code
Section 162(m) permit discretionary
6
<PAGE>
adjustments to increase payouts; or (ii) the Committee determines that
compliance with Code Section 162(m) is not desired with respect to some or all
Named Executive Officers, no payout associated with an Award held by a Named
Executive Officer shall be discretionarily adjusted upward in a manner that
would eliminate the ability of the Award to satisfy the "performance-based"
exception under Treasury Regulation Section 1.162-27(e)(2).
7.4 Form of Settlement of Performance Share Awards. Settlement of
----------------------------------------------
Performance Share Awards shall only be made in the form of Common Shares. Until
a Performance Share Award is settled, the number of Performance Share Awards
shall be subject to adjustment pursuant to Article 10.
7.5 Death of Recipient. Any Common Shares that are to be issued pursuant
------------------
to a Performance Share Award after the recipient's death shall be delivered or
distributed to the recipient's beneficiary or beneficiaries. Each recipient of a
Performance Share Award under the Plan shall designate one or more beneficiaries
for this purpose by filing the prescribed form with the Company. A beneficiary
designation may be changed by filing the prescribed form with the Company at any
time before the Award recipient's death. If no beneficiary was designated or if
no designated beneficiary survives the Award recipient, then any Common Shares
that are to be issued pursuant to a Performance Share Award after the
recipient's death shall be delivered or distributed to the recipient's estate.
The Committee, in its sole discretion, shall determine the form and time of any
distribution(s) to a recipient's beneficiary or estate.
ARTICLE 8. CLAIMS PROCEDURES.
Claims for benefits under the Plan shall be filed in writing with the
Committee on forms supplied by the Committee. Written notice of the disposition
of a claim shall be furnished to the claimant within 90 days after the claim is
filed. If the claim is denied, the notice of disposition shall set forth the
specific reasons for the denial, citations to the pertinent provisions of the
Plan, and, where appropriate, an explanation as to how the claimant can perfect
the claim. If the claimant wishes further consideration of his or her claim, the
claimant may appeal a denied claim to the Committee (or to a person designated
by the Committee) for further review. Such appeal shall be filed in writing with
the Committee on a form supplied by the Committee, together with a written
statement of the claimant's position, no later than 90 days following receipt by
the claimant of written notice of the denial of his or her claim. If the
claimant so requests, the Committee shall schedule a hearing. A decision on
review shall be made after a full and fair review of the claim and shall be
delivered in writing to the claimant no later than 60 days after the Committee's
receipt of the notice of appeal, unless special circumstances (including the
need to hold a hearing) require an extension of time for processing the appeal,
in which case a written decision on review shall be delivered to the claimant as
soon as possible but not later than 120 days after the Committee's receipt of
the appeal notice. The claimant shall be notified in writing of any such
extension of time. The written decision on review shall include specific reasons
for the decision, written in a manner calculated to be understood by the
claimant, and shall specifically refer to the pertinent Plan provisions on which
it is based. All determinations of the Committee shall be final and binding on
Participants and their beneficiaries.
7
<PAGE>
ARTICLE 9. VOTING RIGHTS AND DIVIDENDS.
9.1 Restricted Shares.
-----------------
(a) All holders of Restricted Shares who are not Named Executive Officers
shall have the same voting, dividend, and other rights as the Company's
other stockholders.
(b) During the period of restriction, Named Executive Officers holding
Restricted Shares granted hereunder shall be credited with all regular
cash dividends paid with respect to all Restricted Shares while they are
so held. If a dividend is paid in the form of cash, such cash dividend
shall be credited to Named Executive Officers subject to the same
restrictions on transferability and forfeitability as the Restricted
Shares with respect to which they were paid. If any dividends or
distributions are paid in shares of Common Stock, the shares of Common
Stock shall be subject to the same restrictions on transferability and
forfeitability as the Restricted Shares with respect to which they were
paid. Subject to the succeeding paragraph, and to the restrictions on
vesting and the forfeiture provisions, all dividends credited to a Named
Executive Officer shall be paid to the Named Executive Officer within
forty-five (45) days following the full vesting of the Restricted Shares
with respect to which such dividends were earned.
In the event that any dividend constitutes a "derivative security" or
an "equity security" pursuant to Rule 16(a) under the Exchange Act, such
dividend shall be subject to a vesting period equal to the longer of: (i)
the remaining vesting period of the Restricted Shares with respect to
which the dividend is paid; or (ii) six (6) months. The Committee shall
establish procedures for the application of this provision.
Named Executive Officers holding Restricted Shares shall have the same
voting rights as the Company's other stockholders.
9.2 Performance Share Awards. The holders of Performance Share Awards
------------------------
shall have no voting or dividend rights until such time as any Common Shares are
issued pursuant thereto, at which time they shall have the same voting, dividend
and other rights as the Company's other stockholders.
ARTICLE 10. PROTECTION AGAINST DILUTION; ADJUSTMENT OF AWARDS.
10.1 General. In the event of a subdivision of the outstanding Common
-------
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares, a combination or
consolidation of the outstanding Common Shares (by reclassification or
otherwise) into a lesser number of Common Shares, a recapitalization, a spinoff
or a similar occurrence, the Committee shall make appropriate adjustments in one
or more of (a) the number of Options, Restricted Shares and Performance Share
Awards available for future Awards under Article 3, (b) the number of
Performance Share Awards included in any prior Award which has not yet been
settled, (c) the number of Common Shares covered by each outstanding Option or
(d) the Exercise Price under each outstanding Option.
8
<PAGE>
10.2 Reorganizations. In the event that the Company is a party to a merger
---------------
or other reorganization, outstanding Options, Restricted Shares and Performance
Share Awards shall be subject to the agreement of merger or reorganization. Such
agreement may provide, without limitation, for the assumption of outstanding
Awards by the surviving corporation or its parent, for their continuation by the
Company (if the Company is a surviving corporation), for accelerated vesting or
for settlement in cash.
10.3 Reservation of Rights. Except as provided in this Article 10, a
---------------------
Participant shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class. Any issue by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Common
Shares subject to an Option. The grant of an Award pursuant to the Plan shall
not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
ARTICLE 11. LIMITATION OF RIGHTS.
11.1 Employment Rights. Neither the Plan nor any Award granted under the
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Plan shall be deemed to give any individual a right to remain employed by the
Company or any Subsidiary. The Company and its Subsidiaries reserve the right to
terminate the employment of any employee at any time, with or without cause,
subject only to a written employment agreement (if any).
11.2 Stockholders' Rights. A Participant shall have no dividend rights,
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voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Articles 7, 9 and 10.
11.3 Creditors' Rights. A holder of Performance Share Awards shall have no
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rights other than those of a general creditor of the Company. Performance Share
Awards represent unfunded and unsecured obligations of the Company, subject to
the terms and conditions of the applicable Stock Award Agreement.
11.4 Government Regulations. Any other provision of the Plan
----------------------
notwithstanding, the obligations of the Company with respect to Common Shares to
be issued pursuant to the Plan shall be subject to all applicable laws, rules
and regulations, and such approvals by any governmental agencies as may be
required. The Company reserves the right to restrict, in whole or in part, the
delivery of Common Shares pursuant to any Award until such time as:
(a) Any legal requirements or regulations have been met relating to the
issuance of such Common Shares or to their registration, qualification or
exemption from
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registration or qualification under the Securities Act of 1933, as
amended, or any applicable state securities laws; and
(b) Satisfactory assurances have been received that such Common Shares,
when issued, will be duly listed on the New York Stock Exchange or any
other securities exchange on which Common Shares are then listed.
ARTICLE 12. LIMITATION OF PAYMENTS.
12.1 Basic Rule. Any provision of the Plan to the contrary
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notwithstanding, in the event that the independent auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer in
the nature of compensation to or for the benefit of a Participant, whether paid
or payable (or transferred or transferable) pursuant to the terms of this Plan
or otherwise (a "Payment"), would be nondeductible for federal income tax
purposes because of the provisions concerning "excess parachute payments" in
section 280G of the Code, then the aggregate present value of all Payments shall
be reduced (but not below zero) to the Reduced Amount; provided, however, that
the Committee, at the time of making an Award under this Plan or at any time
thereafter, may specify in writing that such Award shall not be so reduced and
shall not be subject to this Article 12. For purposes of this Article 12, the
"Reduced Amount" shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any
Payment to be nondeductible by the Company because of section 280G of the Code.
12.2 Reduction of Payments. If the Auditors determine that any Payment
---------------------
would be nondeductible because of section 280G of the Code, then the Company
shall promptly give the Participant notice to that effect and a copy of the
detailed calculation thereof and of the Reduced Amount, and the Participant may
then elect, in his or her sole discretion, which and how much of the Payments
shall be eliminated or reduced (as long as after such election, the aggregate
present value of the Payments equals the Reduced Amount) and shall advise the
Company in writing of his or her election within 10 days of receipt of notice.
If no such election is made by the Participant within such 10-day period, then
the Company may elect which and how much of the Payments shall be eliminated or
reduced (as long as after such election the aggregate present value of the
Payments equals the Reduced Amount) and shall notify the Participant promptly of
such election. For purposes of this Article 12, present value shall be
determined in accordance with section 280G(d)(4) of the Code. All determinations
made by the Auditors under this Article 12 shall be binding upon the Company and
the Participant and shall be made within 60 days of the date when a Payment
becomes payable or transferable. As promptly as practicable following such
determination and the elections hereunder, the Company shall pay or transfer to
or for the benefit of the Participant such amounts as are then due to him or her
under the Plan, and shall promptly pay or transfer to or for the benefit of the
Participant in the future such amounts as become due to him or her under the
Plan.
12.3 Overpayments and Underpayments. As a result of uncertainty in the
------------------------------
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made
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(an "Overpayment") or that additional Payments which will not have been made by
the Company could have been made (an "Underpayment"), consistent in each case
with the calculation of the Reduced Amount hereunder. In the event that the
Auditors, based upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Participant which the Auditors believe has a
high probability of success, determine that an Overpayment has been made, such
Overpayment shall be treated for all purposes as a loan to the Participant which
he or she shall repay to the Company on demand, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the Code; provided,
however, that no amount shall be payable by the Participant to the Company if
and to the extent that such payment would not reduce the amount which is subject
to taxation under section 4999 of the Code. In the event that the Auditors
determine that an Underpayment has occurred, such Underpayment shall promptly be
paid or transferred by the Company to or for the benefit of the Participant,
together with interest at the applicable federal rate provided in section
7872(f)(2) of the Code.
12.4 Related Corporations. For purposes of this Article 12, the term
--------------------
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.
ARTICLE 13. WITHHOLDING TAXES.
13.1 General. To the extent required by applicable federal, state, local
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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.
13.2 Nonstatutory Options, Restricted Shares or Performance Share Awards.
-------------------------------------------------------------------
The Committee may permit an Optionee who exercises NSOs, or who receives Awards
of Restricted Shares, or who receives Common Shares pursuant to the terms of a
Performance Share Award, to satisfy all or part of his or her withholding tax
obligations by having the Company withhold a portion of the Common Shares that
otherwise would be issued to him or her under such Awards. Such Common Shares
shall be valued at their Fair Market Value on the date when taxes otherwise
would be withheld in cash. The payment of withholding taxes by surrendering
Common Shares to the Company, if permitted by the Committee, shall be subject to
such restrictions as the Committee may impose, including any restrictions
required by rules of the Securities and Exchange Commission.
ARTICLE 14. ASSIGNMENT OR TRANSFER OF AWARD.
Any Award granted under the Plan shall not be anticipated, assigned,
attached, garnished, optioned, transferred or made subject to any creditor's
process, whether voluntarily, involuntarily or by operation of law. However,
this Article 14 shall not preclude (i) a Participant from designating a
beneficiary to succeed, after the Participant's death, to those of the
Participant's Awards (including without limitation, the right to exercise any
unexercised Options) as may be
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determined by the Company from time to time in its sole discretion, or (ii) a
transfer of any Award hereunder by will or the laws of descent or distribution.
ARTICLE 15. FUTURE OF PLANS.
15.1 Term of the Plan. The Plan, as set forth herein, shall become
----------------
effective on May 8, 1992. The Plan shall remain in effect until it is terminated
under Section 15.2, except that no ISOs shall be granted after May 7, 2002.
15.2 Amendment or Termination. The Committee may, at any time and for any
------------------------
reason, amend or terminate the Plan; provided, however, that any amendment of
the Plan shall be subject to the approval of the Company's stockholders to the
extent required by applicable laws, regulations or rules; and provided further,
that Section 4.2 shall not be amended more than once every six months, other
than to comport with changes in the Code or ERISA, or the rules thereunder.
15.3 Effect of Amendment or Termination. No Award shall be made under the
----------------------------------
Plan after the termination thereof. The termination of the Plan, or any
amendment thereof, shall not affect any Option, Restricted Share or Performance
Share Award previously granted under the Plan.
ARTICLE 16. DEFINITIONS.
16.1 "Award" means any award of an Option, a Restricted Share or a
Performance Share Award under the Plan.
16.2 "Award Year" means a fiscal year beginning January 1 and ending
December 31 with respect to which an Award may be granted.
16.3 "Board" means the Company's Board of Directors, as constituted from
time to time.
16.4 "Change in Control" means the occurrence of any of the following
events after the effective date of the Plan as set out in Section 15.1:
(a) A change in control required to be reported pursuant to Item 6(e) of
Schedule 14A of Regulation 14A under the Exchange Act;
(b) A change in the composition of the Board, as a result of which fewer
than two-thirds of the incumbent directors are directors who either
(i) had been directors of the Company 24 months prior to such change or
(ii) were elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the directors who had been
directors of the Company 24 months prior to such change and who were still
in office at the time of the election or nomination;
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(c) Any "person" (as such term is used in sections 13(d) and 14(d) of the
Exchange Act) becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 20 percent or more of the combined
voting power of the Company's then outstanding securities ordinarily (and
apart from rights accruing under special circumstances) having the right
to vote at elections of directors (the "Base Capital Stock"); provided,
however, that any change in the relative beneficial ownership of
securities of any person resulting solely from a reduction in the
aggregate number of outstanding shares of Base Capital Stock, and any
decrease thereafter in such person's ownership of securities, shall be
disregarded until such person increases in any manner, directly or
indirectly, such person's beneficial ownership of any securities of the
Company.
16.5 "Code" means the Internal Revenue Code of 1986, as amended.
16.6 "Committee" means the Compensation Committee of the Board, as
constituted from time to time.
16.7 "Common Share" means one share of the common stock of the Company.
16.8 "Company" means The Charles Schwab Corporation, a Delaware
corporation.
16.9 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
16.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
16.11 "Exercise Price" means the amount for which one Common Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
16.12 "Fair Market Value" means the market price of a Common Share,
determined by the committee as follows:
(a) If the Common Share was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite-transactions report for
such date;
(b) If the Common Share was traded over-the-counter on the date in question
and was classified as a national market issue, then the Fair Market Value
shall be equal to the last transaction price quoted by the NASDAQ system
for such date;
(c) If the Common Share was traded over-the-counter on the date in question
but was not classified as a national market issue, then the Fair Market
Value shall be equal to the
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mean between the last reported representative bid and asked prices quoted
by the NASDAQ system for such date; and
(d) If none of the foregoing provisions is applicable, then the Fair Market
Value shall be determined by the Committee in good faith on such basis as
it deems appropriate.
16.13 "ISO" means an incentive stock option described in section 422(b)
of the Code.
16.14 "Key Employee" means a key common-law employee of the Company or
any Subsidiary, as determined by the Committee.
16.15 "Named Executive Officer" means a Participant who, as of the date
of vesting of an Award is one of a group of "covered employees," as defined in
the Regulations promulgated under Code Section 162(m), or any successor statute.
16.16 "Non-Employee Director" means a member of the Board who is not a
common-law employee.
16.17 "NSO" means an employee stock option not described in sections 422
through 424 of the Code.
16.18 "Option" means an ISO or NSO or, in the case of a Key Employee who
is subject to the tax laws of a foreign jurisdiction, an option qualifying for
favorable tax treatment under the laws of such jurisdiction, including a
Replacement Option, granted under the Plan and entitling the holder to purchase
one Common Share.
16.19 "Optionee" means an individual, or his or her estate, legatee or
heirs at law that holds an Option.
16.20 "Participant" means a Non-Employee Director or Key Employee who has
received an Award.
16.21 "Performance Share Award" means the conditional right to receive in
the future one Common Share, awarded to a Participant under the Plan.
16.22 "Plan" means this 1992 Stock Incentive Plan of The Charles Schwab
Corporation, as it may be amended from time to time.
16.23 "Replacement Option" means an Option that is granted when a
Participant uses a Common Share held or to be acquired by the Participant to
exercise an Option and/or to satisfy tax withholding requirements incident to
the exercise of an Option.
16.24 "Restricted Share" means a Common Share awarded to a Participant
under the Plan.
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16.25 "Stock Award Agreement" means the agreement between the Company and
the recipient of a Restricted Share or Performance Share Award which contains
the terms, conditions and restrictions pertaining to such Restricted Share or
Performance Share Award.
16.26 "Stock Option Agreement" means the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her option.
16.27 "Subsidiary" means any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50 percent of the total combined
voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
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ADDENDUM A
The provisions of the Plan, as amended by the terms of this Addendum
A, shall apply to the grant of Approved Options to Key U.K. Employees.
1. For purposes of this Addendum A, the following definitions shall
apply in addition to those set out in section 16 of the Plan:
APPROVED OPTION Means a stock option designed to qualify as an
approved executive share option under the Taxes Act;
INLAND REVENUE means the Board of the Inland Revenue in the United
Kingdom.
KEY U.K. EMPLOYEE means a designated employee of Sharelink Investment
Services plc or any subsidiary (as that term is defined in the
Companies Act 1985 of the United Kingdom, as amended) of which
Sharelink Investment Services plc has control for the purposes of
section 840 of the Taxes Act;
TAXES ACT means the Income and Corporation Taxes Act 1988 of the
United Kingdom.
2. An Approved Option may only be granted to a Key U.K. Employee
who:
(i) is employed on a full-time basis; and
(ii) does not fall within the provisions of paragraph 8 of
Schedule 9 to the Taxes Act.
For purposes of this section 2(i) of Addendum A, "full-time" shall
mean an employee who is required to work 20 hours per week, excluding meal
breaks.
3. No Approved Option may be granted to a Key U.K. Employee if it
would cause the aggregate of the exercise price of all subsisting Approved
Options granted to such employee under the Plan, or any other subsisting options
granted to such employee under any other share option scheme approved under
Schedule 9 of the Taxes Act and established by the Company or an associated
company, to exceed the higher of (a) one hundred thousand pounds sterling and
(b) four times such employee's relevant emoluments for the current or preceding
year of assessment (whichever is greater); but where there were no relevant
emoluments for the previous year of assessment, the limit shall be the higher of
one hundred thousand pounds sterling) or four times such employee's relevant
emoluments for the period of twelve months beginning with the first day during
the current year of assessment in respect of which there are relevant
emoluments. For the purpose of this section 3 of Addendum A,
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"associated company" means an associated company within the meaning of section
416 of the Taxes Act; "relevant emoluments" has the meaning given by paragraph
28(4) of Schedule 9 to the Taxes Act and "year of assessment" means a year
beginning on any April 6 and ending on the following April 5.
4. Common Shares issued pursuant to the exercise of Approved Options
must satisfy the conditions specified in paragraphs 10 to 14 of Schedule 9 to
the Taxes Act.
5. Notwithstanding the provisions of Section 5.4 of the Plan, the
exercise price of an Approved Option shall not be less than 100 percent of the
closing price of a Common Share as reported in the New York Stock Exchange
Composite Index on the date of grant.
6. No Approved Option may be exercised at any time by a Key U.K.
Employee when that Key U.K. Employee falls within the provisions of paragraph 8
of Schedule 9 to the Taxes Act. If at any time the shares under an Approved
Option cease to comply with the conditions in paragraphs 10 to 14 of Schedule 9
to the Taxes Act, then all Approved Options then outstanding shall lapse and
cease to be exercisable from the date of the shares ceasing so to comply, and no
optionee shall have any cause of action against the Company, Sharelink
Investment Services plc or any subsidiary of the Company or any other person in
respect thereof.
7. An Approved Option may contain such other terms, provisions and
conditions as may be determined by the Committee consistent with the Plan,
provided that the approved option otherwise complies with the requirements for
approved executive option schemes specified in Schedule 9 of the Taxes Act.
8. In relation to an Approved Option, notwithstanding the terms of
section 10.1 of the Plan, no adjustment shall be made pursuant to section 10.1
of the Plan to any outstanding Approved Options without the prior approval of
the Inland Revenue.
9. In relation to an Approved Option any Key U.K. Employee shall
make arrangements satisfactory to the Company for the satisfaction of any tax
withholding or deduction -- at -- source obligations that arise by reason of the
grant to him or her of such option, or its subsequent exercise.
10. In relation to an Approved Option, in addition to the provisions
set out in section 15.2 of the Plan, no amendment which affects any of the
provisions of the Plan relating to Approved Options shall be effective until
approved by the Inland Revenue, except for such amendment as are required to
obtain and maintain the approval of Inland Revenue pursuant to Schedule 9 to the
Taxes Act.
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