UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
November 21, 2005
Date of Report (Date of earliest event reported)
THE CHARLES SCHWAB CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-9700 94-3025021
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) File Number Identification Number)
120 Kearny Street, San Francisco, CA 94108
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 627-7000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
THE CHARLES SCHWAB CORPORATION
Item 1.01 Entry into a Material Definitive Agreement
William L. Atwell Separation Agreement
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On November 21, 2005, at a meeting of the Compensation Committee of the Board of
Directors (the Committee) of The Charles Schwab Corporation (CSC), the Committee
approved the following key terms of a separation agreement with William L.
Atwell in connection with his retirement as Executive Vice President and
President - Individual Investor:
- Mr. Atwell is deemed to have stepped down as an officer of CSC and its
subsidiaries (collectively referred to as the Company), from all Company
directorships he holds, and from CSC's Policy and Executive Committees
effective November 8, 2005. Mr. Atwell's last day of employment will be
December 31, 2005.
- Mr. Atwell is entitled to a lump-sum payment of $975,000.
- Previous awards to Mr. Atwell totaling the following amounts will become
fully vested and, in the case of stock options, fully exercisable: 92,000
restricted shares, 250,000 stock options and 1,450,000 Long-Term Incentive
Plan units. Mr. Atwell will have three months after December 31, 2005 to
exercise vested stock options.
- Mr. Atwell is eligible to receive an annual bonus for 2005 based on his
existing target bonus percentage of 150% of base salary, actual enterprise
and corporate performance for 2005, and the pre-approved corporate and
enterprise performance matrices for 2005 under the Corporate Executive
Bonus Plan, adjusted for all bonuses earned and paid during 2005.
- The Company's obligations to provide the foregoing benefits and payments to
Mr. Atwell pursuant to the separation agreement are subject to the
satisfaction by Mr. Atwell of certain post-termination obligations
including a release and waiver of claims.
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THE CHARLES SCHWAB CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
(Registrant)
Date: November 28, 2005 /s/ Christopher V. Dodds
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Christopher V. Dodds
Executive Vice President and
Chief Financial Officer
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