Exhibit 10.202
FOURTH AMENDMENT TO THE TRUST AGREEMENT
FOR THE XXXXXXX XXXXXX
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
The Trust Agreement for the Xxxxxxx Xxxxxx Profit Sharing and Employee
Stock Ownership Plan ("Plan"), as amended, is hereby amended as follows,
effective as of January 1, 1998:
1. The name of the Trust is changed to: The Trust Agreement for the
SchwabPlan Retirement Savings and Investment Plan.
2. Section 5.05(f) is amended to read as follows:
Voting or proxy or other rights with respect to Employer Securities shall
be disposed of as provided in this Section. With respect to Employer
Securities that are allocated to Participants' Accounts, each Participant
shall be entitled to direct the Purchasing Agent as to the manner in which
such Employer Securities then allocated to his Account shall be voted. Such
directions may be achieved through the use of proxy or similar statements
delivered by the Purchasing Agent to the Participants with respect to the
Employer Securities allocated to their Accounts. The Plan Administrator
shall provide any information requested by the Purchasing Agent that is
necessary or convenient in connection with obtaining and preserving the
confidentiality of the Participants' directions. Any allocated Employer
Securities allocated to Participant' ESOP Accounts (as defined in the
Plan) with respect to which Participants are entitled to issue directions
pursuant to the foregoing and for which such directions are not received by
the Purchasing Agent shall be voted in the same proportion as allocated
Employer Securities for which such directions are received. Allocated
Employer Securities for which such directions are not received by the
Purchasing Agent (other than those allocated to Participants' ESOP
Accounts) shall not be voted by the Purchasing Agent. All unallocated
Employer Securities shall be voted by the Purchasing Agent in the same
proportion as allocated Employer Securities are voted; provided that the
Purchasing Agent shall follow any directions received from the Trustee (or
from any fiduciary authorized to instruct the Trustee with respect to the
voting of unallocated Employer Securities under the Trust Agreement) to
vote such shares in a different manner.
With respect to Employer Securities allocated to Participant Accounts, each
Participant may instruct the Purchasing Agent as to the manner in which to
respond to any tender or exchange offer for all or any portion of such
allocated Employer Securities. The Purchasing Agent shall tender or
exchange Employer Securities only as and to the extent so instructed. If
the Purchasing Agent does not receive instructions from a Participant
regarding any tender or exchange offer for allocated Employer Securities,
the Purchasing Agent shall have no discretion in such matter and shall not
tender or exchange any such Employee Securities in response thereto. With
respect to unallocated Employer Securities, the Purchasing Agent shall
tender or exchange such allocated Employer Securities in proportion to the
ratio that (A) the number of Employer Securities with respect to which
Participant instructions in favor of the tender or exchange have been
received bears to (B) the number of Shares with respect to which
Participant instructions for or against the tender or exchange have been
received; provided that the Purchasing Agent shall follow any directions
received from the Trustee (or from any fiduciary authorized to instruct the
Trustee with respect to the tender or exchange of unallocated Employer
Securities under the Trust Agreement) to tender or exchange such shares in
a different manner.
