Confidential Separation Agreement and General Release of Claims by and between Ms. Kallsen and CSC

The Parties to this Confidential Separation Agreement and General Release of Claims (“Agreement”) are Terri R. Kallsen (“Ms. Kallsen”), on the one hand, and The Charles Schwab Corporation and Charles Schwab & Co., Inc. (collectively “Schwab” or the “Company”), on the other hand, hereinafter collectively referred to as the Parties. This Agreement is for the benefit of the Parties and certain “Releasees” as defined in Paragraph 6 below.

A.    Ms. Kallsen’s last day in the office will be July 22, 2019. Ms. Kallsen will step down as a Schwab Officer and will be deemed to have separated from her employment with Schwab as of August 1, 2019, her last day of employment (“Separation Date”). During the period between July 22, 2019 and her Separation Date, Ms. Kallsen will not be expected to perform any work on behalf of Schwab but Ms. Kallsen will continue to receive her regular salary and benefits as well as reimbursement for approved business related expenses through her Separation Date. With the exception of the payments set forth in Paragraph 1 below, Ms. Kallsen acknowledges that as of the date of executing this Agreement, she has received all earned wages to which she was entitled.

B.    The Parties mutually desire to settle fully and finally all differences, disputes and claims Ms. Kallsen might have against Schwab and the Releasees defined below through the date of execution hereof, including, but not limited to, those differences, disputes, and claims based upon, arising out of, or relating to Ms. Kallsen’s employment relationship with Schwab and the separation thereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, it is hereby agreed by and between the Parties as follows:

1.Consideration. In consideration for Ms. Kallsen’s promises made herein, Schwab agrees, upon satisfaction of the conditions identified herein, to provide Ms. Kallsen severance benefits under The Charles Schwab Severance Pay Plan (the “Severance Plan”), as follows:

(a)    a severance payment in the gross sum of $876,671.85, less statutorily required withholding and other deductions, to be paid within thirty (30) days of the Effective Date (as defined in Paragraph 26). This gross sum amount is comprised of (i) $335,416.67, equal to seven months of Base Salary in accordance with Section 6.2 of the Severance Plan; (ii) $14,171.85, equal to seven months of the cost of group health plan coverage for Ms. Kallsen and her enrolled spouse, domestic partner and dependents in accordance with Section 6.3(a) of the Severance Plan; and (iii) an additional severance payment of $527,083.33, equivalent to eleven months of Base Salary.

(b)    the following long-term awards in accordance with Section 6.3(b) of the Severance Plan: (a) The seven month period commencing with the Separation Date shall be treated as service in good standing for purposes of determining further vesting of the

performance-based restricted stock units granted to Ms. Kallsen on March 1, 2017 (17,698 units) under The Charles Schwab Corporation 2013 Stock Incentive Plan (the “Equity Plan”), (b) stock option awards granted to Ms. Kallsen under the Equity Plan that would have vested in the seven month period commencing with the Separation Date (66,636), shall vest and be exercisable from the expiration of the revocation period described in Paragraph 13(g) until October 31, 2019, and any vested stock options not exercised prior to November 1, 2019 shall be forfeited, and (c) all remaining unvested stock options (90,685) and performance-based restricted stock units (33,358) granted to Ms. Kallsen shall be forfeited.

(c)    an additional severance payment in the gross sum of $3,210,000, less statutorily required withholdings and other deductions, to be paid on or after March 1, 2020, but no later than March 15, 2020. This payment is expressly conditioned upon Ms. Kallsen adhering to and not breaching any of the terms of this Agreement, including but not limited to Paragraphs 10, 10.1, 10.2, 10.3 and 11. In the event that Ms. Kallsen breaches any terms of this Agreement, Schwab will not be obligated to make this payment. Schwab shall have sole discretion as to whether such a breach of the Agreement by Ms. Kallsen has occurred.

(d)    ten months of outplacement services through Schwab’s vendor under the terms of the outplacement program (information enclosed), which must be initiated within 30 days from the Separation Date (the Company will not pay cash in lieu of services).

Ms. Kallsen shall also be paid for all accrued unused vacation time and floating holidays no later than August 1, 2019, her Separation Date.

In the event of Ms. Kallsen’s death, any payments required under this Paragraph 1 inure to the benefit of Ms. Kallsen’s heirs.

2.    Entire Consideration. Ms. Kallsen agrees that the amounts and promises set forth in Paragraph 1 shall constitute the entire consideration provided to Ms. Kallsen under this Agreement. Ms. Kallsen agrees that she will not seek any further compensation or other consideration for any other claimed damage, costs, or attorneys’ fees in connection with the matters encompassed in this Agreement. Ms. Kallsen acknowledges that Schwab is under no obligation to make the payments provided to her pursuant to Paragraph 1 (other than her accrued unused vacation time and floating holidays), and will do so only subject to this Agreement and her compliance with the terms of this Agreement. Except as provided for herein, Ms. Kallsen acknowledges that she will not be entitled to any other payments or benefits, including, without limitation, salary, vacation pay, bonus, severance pay or any other compensation or benefits.

3.    Tax Treatment. Each of the payments to be made under Paragraph 1 is designated as a separate payment for purposes of Internal Revenue Code Section 409A. Ms. Kallsen understands and agrees that Schwab is providing no tax or legal advice, and that Schwab makes no representations regarding tax obligations or consequences, if any, related to any part of this Agreement. Ms. Kallsen further agrees that she will assume any such tax obligations or consequences that may arise from this Agreement, and she shall not seek any indemnification from Schwab in this regard. Ms. Kallsen further agrees to indemnify and hold Schwab harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments, penalties, taxes, attorneys’ fees or recoveries by any governmental entity against Schwab for any failure by Ms. Kallsen to pay taxes due and owing, if any, on the amounts identified in Paragraph 1.

4.    No Filings. Ms. Kallsen represents that she has not filed any lawsuit, claim, charge, or complaint against Schwab or any other Releasee identified in Paragraph 6 below with the Equal Employment Opportunity Commission (“EEOC”) or any of its state or local deferral agencies. In the event that the EEOC, or any of its state or local deferral agencies, assumes jurisdiction of any lawsuit, claim, charge or complaint, or purports to bring any legal proceedings against Schwab or any other Releasee identified in Paragraph 6 below, on Ms. Kallsen’s behalf, she promptly will request that the EEOC, or any of its state or local deferral agencies, withdraw from or dismiss the lawsuit, claim, charge, or complaint with prejudice, and in any event, waives her right to any form of recovery or relief in any such proceedings, including legal fees. Nothing in this Agreement shall be construed to preclude Ms. Kallsen from timely filing a complaint with the EEOC, or any of its state or local deferral agencies, or assisting any investigation conducted by the EEOC, or any of its state or local deferral agencies, to the extent that such rights are not subject to waiver.

5.    No Other Employee Benefits. Except as provided in Paragraph 1, above, Ms. Kallsen acknowledges and agrees that she is not eligible for or entitled to any severance benefits under the Severance Plan or under any other severance or termination pay or benefits arrangement with Schwab, and that the payments and benefits provided under Paragraph 1 above exceed the amount to which she would otherwise be entitled to receive under the Severance Plan or any other such arrangement with Schwab. Ms. Kallsen is not eligible for any other benefits or payments not specifically provided for in this Agreement. Ms. Kallsen understands that this Agreement does not affect any existing right Ms. Kallsen may have to benefits under any qualified retirement plan or any non-qualified deferred compensation plan (which, for clarity, does not include the Severance Plan) maintained by Schwab in which Ms. Kallsen participated. Except as provided in Paragraph 1, above, Ms. Kallsen understands that this Agreement does not affect any existing rights Ms. Kallsen may have pursuant to any stock incentive plan, restricted stock unit agreement or stock option agreement or plans applicable to Ms. Kallsen. The applicable Stock Option Agreement(s), Performance-based Restricted Stock Unit Agreement(s) and stock incentive plan documents govern the forfeiture, vesting and exercise of these equity awards. Ms. Kallsen will be offered the opportunity to continue receiving certain insured group benefit coverage pursuant to applicable law, provided Ms. Kallsen pays the appropriate premiums for the coverage and returns the necessary paperwork.

6.    Complete Release by Ms. Kallsen. In consideration for the promises set forth in this Agreement, Ms. Kallsen does hereby — for herself and for her heirs, representatives, attorneys, executors, administrators, successors, and assigns — release, acquit, and forever discharge Schwab, and all of its affiliates, subsidiaries, divisions, parent corporations, and current and former stockholders, officers, directors, partners, servants, agents, employees, representatives, attorneys, employee welfare and retirement plans and the respective plan administrators and fiduciaries, past, present, and future, all persons acting under, by, through, or in concert with any of them, and each of them (all of whom are hereinafter referred to as “Releasees”), from any and all actions, causes of action, grievances, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts, demands, and benefits (including attorneys’ fees and costs actually incurred), of whatever character, in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature whatsoever, based on any act, omission, event, occurrence, or nonoccurrence from the beginning of time to the effective date of this Agreement, including, but not limited to, any claims or causes of action arising out of

or in any way relating to Ms. Kallsen’s employment relationship with Schwab or any other Releasee.

Ms. Kallsen agrees that this release of claims includes, but is not limited to, claims for breach of any implied or express contract or covenant; claims for promissory estoppel; retaliation; claims of entitlement to any pay (other than the payments promised in Paragraph 1); or any claims for wrongful termination, public policy violations, defamation, invasion of privacy, fraud, misrepresentation, unfair business practices, emotional distress or other common law or tort matters; claims of harassment, retaliation or discrimination under federal, state, or local law; claims based on any federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act (“ADEA”), as amended, the Older Worker Benefit Protection Act, the Genetic Information Nondiscrimination Act of 2008, the National Labor Relations Act, as amended, the Family and Medical Leave Act, as amended, the Worker Adjustment and Retraining Notification Act, the Americans with Disabilities Act, as amended, the Employee Retirement Income Security Act, as amended, and all related state laws and the state constitution including, without limitation, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, the California Government Code, and/or the California Constitution. It is expressly understood by Ms. Kallsen that among the various rights waived by Ms. Kallsen in this release are those arising under the ADEA. Ms. Kallsen understands and agrees that, notwithstanding any provisions and covenants in this Paragraph 6, nothing in this Agreement is intended to constitute an unlawful release or waiver of any of Ms. Kallsen’s rights under any laws and/or to prevent, impede, or interfere with her ability and/or right to challenge the validity of this release. Nothing in this Agreement shall be construed to prohibit Ms. Kallsen from filing or proceeding with a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), or any other comparable federal, state, or local agency charged with the investigation and enforcement of any employment laws, although by signing this Agreement, she agrees and understands that she is waiving her right to individual relief based on claims asserted in such a charge or complaint. Furthermore, nothing in this Agreement (including the release contained herein) shall be construed to limit Ms. Kallsen’s right to indemnification or contribution (if applicable) pursuant to Delaware or California law or the Company’s bylaws arising from actions actually or allegedly taken in the scope of employment with the Company. This Paragraph 6 is not intended to limit Ms. Kallsen from pursuing an action for the sole purpose of enforcing this Agreement.

7.    Release of Unknown Claims. For the purpose of implementing a full and complete release, Ms. Kallsen expressly acknowledges that the releases she gives in this Agreement are intended to include, without limitation, claims that she did not know or suspect to exist in her favor at the time of the effective date of this Agreement, regardless of whether the knowledge of such claims, or the facts upon which they might be based, would materially have affected the settlement of this matter; and that the consideration given under the Agreement was also for the release of those claims and contemplates the extinguishment of any such unknown claims despite the fact that California Civil Code Section 1542 may provide otherwise, Ms. Kallsen expressly waives any right or benefit available to her in any capacity under the provisions of Section 1542, which provides as follows:

In making this waiver, Ms. Kallsen acknowledges that she may hereafter discover facts in addition to or different from those which she now believes to be true with respect to the subject matter released herein, but agrees that she has taken that possibility into account in reaching this Agreement and that, notwithstanding the discovery or existence of any such additional or different facts, Ms. Kallsen fully, finally, and forever settles and releases any and all such claims.

8.    Successors. This Agreement shall be binding upon the Parties, and their heirs, representatives, executors, administrators, successors, insurers, and assigns, and shall inure to the administrators, predecessors, successors, and assignees of each of the parties.

9.    No Attorney’s Fees and Costs. The Parties will bear their own respective costs and fees, including attorneys’ fees, incurred in the negotiation and execution of this Agreement.

10.    Non-Disclosure, Non-Disparagement, and Cooperation.

10.1    Non-Disclosure

Ms. Kallsen warrants that she has not disclosed the financial terms of this Agreement, or the negotiations leading thereto, to anyone other than her attorney, members of her immediate family (defined as parents, siblings, children, spouse, or domestic partner), or other advisors, and further warrants that she has instructed these individuals that they are not to disclose this Agreement or its financial terms to anyone else and accepts responsibility under this Agreement for any such disclosure by them. Ms. Kallsen agrees that she will keep the amount provided for in this Agreement, and the terms and contents of this Agreement (except for the restrictions set forth in Paragraph 11 and Exhibit A) and the negotiations leading thereto, completely confidential, and will not publicize or disclose the conditions, terms, or contents of this Agreement (except for the restrictions set forth in Paragraph 11 and Exhibit A) in any manner, whether in writing or orally, to any person (other than her immediate family, attorneys, accountants, tax preparer and other advisors who each will be informed of and bound by this confidentiality clause), directly or indirectly, or by or through any agent, attorney, or other representative, unless compelled to do so by law or except as necessary to effectuate the terms of this Agreement. Under no circumstances may Ms. Kallsen or any of her representatives, family members or other advisors state or imply that Ms. Kallsen has received any financial payment or benefit from Schwab as part of this Agreement, unless compelled to do so by law. Notwithstanding the foregoing, Ms. Kallsen may discuss the financial terms of this Agreement with her financial or tax advisor. Without limitation, Ms. Kallsen further agrees that she or immediate family members, attorneys, financial and/or tax advisors or any other advisors or representatives will not issue any press release or public statement regarding the substance of Ms. Kallsen’s potential claims or the settlement of those claims. This non-disclosure agreement specifically includes, but is not limited to, an obligation, on the part of Ms. Kallsen and her attorneys and other representatives and her family members and other advisors, not to disclose, or cause to be disclosed, the conditions, terms, or content of the Agreement (except for the restrictions set forth in Paragraph 11 and Exhibit A) and the negotiations leading thereto to any

current or former employee of Schwab, or any affiliate of Schwab, or to any individual associated with the press or media. Ms. Kallsen and her representatives and immediate family members and other advisors may only acknowledge, and then only in response to an inquiry not prompted by Ms. Kallsen or her representatives or immediate family members or other advisors, that the Parties have resolved the matter. Unless expressly prohibited by law, Ms. Kallsen further agrees to notify promptly Schwab in advance of any demand or compulsion by law to disclose the amount of this Agreement, or the terms or content of this Agreement, or the negotiations leading thereto, and further agrees to cooperate fully with Schwab if it decides to challenge the demand or legal compulsion requiring Ms. Kallsen to disclose the terms of the Agreement or any part of the settlement sum, Ms. Kallsen agrees that she shall be responsible and liable for any disclosure prohibited by this Subparagraph 10.1. Ms. Kallsen agrees and understands that nothing in this Agreement prohibits her from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission (“SEC”), the Congress, Financial Industry Regulatory Association (“FINRA”), any other self-regulatory organization (“SRO”), and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.

10.2    Non-Disparagement.

Ms. Kallsen agrees that she will not make any disparaging or defamatory statements, either orally or in writing (and, for the purposes of this Agreement, the term “writing” includes but is not limited to electronic communications), to any third party (a) concerning Schwab or any corporate or other affiliate of Schwab (including, but not limited to, the Releasees identified above), (b) concerning its or their officers, directors, employees or agents (including past or present), (c) concerning its or their services, products, offerings, quantitative or other research, or methods of communicating such services, products or offerings, or its or their technology, operations processes, methods of doing business, or employment practices, or (d) that will disrupt, impair, or otherwise interfere with the Company’s business, reputation, or relationships with its employees, clients, agents, representatives, or vendors. Ms. Kallsen agrees that she will direct her immediate family and representatives not to make any disparaging or defamatory statements, either orally or in writing, to any third party concerning Schwab or any Releasee, concerning its or their current or former officers, directors, employees or agents, or concerning its or their services, products, quantitative or other research, technology, processes, or methods of doing business. Ms. Kallsen further agrees to refrain from acting as a source (attributable or otherwise) or engaging in any formal or informal dialogue with the press or media regarding her experiences with or at Schwab, or its past or present directors, officers, or employees of the Company, or any Releasee as defined above, or regarding any information Ms. Kallsen may have acquired (first hand or otherwise) concerning Schwab operations, technology, marketing or advertising strategies or plans, financial performance, salary or incentive compensation practices, recruitment or retention strategies, negotiation strategies, vendors, current or former employees, internal or external investigations, or internal policies and procedures or any other Schwab information (including but not limited to Schwab enterprises, services, products, or offerings). Nothing in this Subparagraph 10.2 is intended to interfere with Ms. Kallsen’s ability to provide truthful testimony pursuant to Subparagraph 10.3 below.

10.3    Cooperation.

Ms. Kallsen agrees not to encourage or assist in any litigation against Schwab or any Releasee or provide testimony in any matter in which Schwab or any Releasee has an interest unless she is permitted to do so under whistleblower provisions of federal law or regulation (as described in Paragraph 10.1 above) or required by law to do so. Notwithstanding the foregoing, Ms. Kallsen agrees that she will cooperate fully with Schwab or any Releasee, or any corporate affiliate of any Releasee (specifically including any attorneys retained by Schwab or any of the Releasees) in connection with any pending or future matter (including but not limited to any audit, tax proceeding, litigation, arbitration, external or internal investigation, or government proceeding) in which or to the extent Schwab reasonably deems her cooperation necessary. Ms. Kallsen acknowledges and agrees that such cooperation may include, but shall in no way be limited to, being available for interviews with Schwab or any of the Releasees, or any attorneys or agents retained by Schwab or any of the Releasees, providing to Schwab or any of the Releasees any documents in her possession or under her control relating to the matter, and providing sworn statements and/or testimony in connection with the matter. Ms. Kallsen agrees to appear and give testimony as a witness in any judicial, administrative, quasi-governmental, or investigatory proceeding as requested by Schwab. Ms. Kallsen also agrees, upon request by Schwab, to provide information to Schwab that Ms. Kallsen learned during the course of the employment relationship with Schwab. Ms. Kallsen further agrees to travel if necessary to give testimony in any regulatory proceeding, arbitration, or litigation. Schwab will reimburse Ms. Kallsen for reasonable travel expenses (including reasonable out-of-pocket expenses) in accordance with Schwab’s travel expense policies then in effect. To the extent permitted by the respective matter, Schwab will, in good faith, attempt to accommodate and minimize the disruption to Ms. Kallsen’s post-Schwab employment obligations. In the event Ms. Kallsen provides a sworn statement or testimony, either as required by legal process or at Schwab’s request, Ms. Kallsen agrees to do so in good faith and fully, accurately and truthfully, to the best of her ability.

Ms. Kallsen further agrees that nothing in this Agreement is intended to prevent, impede, or interfere with her ability to initiate communications directly with, respond to any inquiry from, or participate in any investigation or proceeding conducted by the SEC, EEOC (or any of its state or local deferral agencies), FINRA, any other SRO, or any other federal or state governmental agency or regulatory authority. Ms. Kallsen further agrees to notify Schwab promptly of any demand, subpoena, court order or legal process that seeks to cause her to disclose any facts relating to her employment with Schwab or the separation thereof, confidential information about Schwab including any information covered by the Confidentiality, Non-Solicitation and Intellectual Property Ownership Agreement, the amount of this settlement, the conditions, terms, or content of this Agreement, or the negotiations leading thereto, and further agrees to cooperate fully with Schwab if it decides to challenge the demand or legal process seeking such disclosure. If Ms. Kallsen is served with a demand, subpoena, court order, or other legal process concerning any of the matters referenced above or in any proceeding in which Schwab or any Releasee is a party or has an interest, Ms. Kallsen agrees to notify Schwab within five (5) business days after receipt of such process and, in any event, no fewer than ten (10) business days in advance of any required appearance or production. Notice to be given under this provision to Schwab shall be to: Michael Sears, Vice President, Associate General Counsel, Charles Schwab & Co., Inc. 211 Main Street, SF211MN-06-451, San Francisco, CA 94105, tel. (415) 667-0954, ***@***. Except as provided in the notification provision

above, this Agreement does not prohibit Ms. Kallsen from responding to a demand, subpoena, court order, or legal process as required by law.

10.4    Remedy for Breach.

Ms. Kallsen acknowledges and agrees that the restrictions contained in Paragraphs 10 and 11 are material inducements to the Company’s willingness to enter into this Agreement and necessary to protect the good will, trade secrets, and confidential and proprietary information of the Company. Ms. Kallsen further acknowledges that the restrictions contained in these Paragraphs are reasonable in scope and duration, will not prevent her from earning a livelihood during the applicable period of restriction, are necessary to protect the legitimate interests of the Company, and that any breach by Ms. Kallsen of any provision contained in Paragraphs 10 or 11 will result in immediate irreparable injury to the Company for which a remedy at law will be inadequate. If Ms. Kallsen breaches Subparagraphs 10.1, 10.2, 10.3, or Paragraph 11 hereof, then Schwab shall have, in addition to and without limiting any other remedy or right it may have at law or in equity, the right to a temporary and permanent injunction restraining any such breach, without any bond or security being required. In any such proceeding Ms. Kallsen waives any defense that Schwab has an adequate remedy at law or that the injury suffered as a consequence of such breach is not irreparable. Ms. Kallsen further agrees that should she make disclosures prohibited by Subparagraphs 10.1, 10.2, or Paragraph 11, or fail to cooperate as provided in Subparagraph 10.3, it may be difficult or impossible to specify or prove damages as a result of breach of the non-disclosure, non-disparagement, confidentiality and non-solicitation, or cooperation provisions and, therefore, agrees that she shall be liable for, in addition to the injunctive relieve and other relief set forth above, liquidated damages in the amount of ten (10%) percent of the total amount set forth in Paragraph 1 for each such breach established by a court of competent jurisdiction or arbitrator. Ms. Kallsen consents to the personal jurisdiction of the state courts of or federal courts in California in any proceeding to enforce Paragraphs 10 or 11 and agrees not to interpose any objection or defense based on lack of personal jurisdiction or improper venue in any such proceeding.

11.    Confidentiality, Non-Solicitation and Intellectual Property Ownership Agreement. Ms. Kallsen agrees that she remains bound by the Confidentiality, Non-Solicitation and Intellectual Property Ownership Agreement that she signed or electronically acknowledged as a condition of her employment. In exchange for the valuable consideration offered herein, she agrees and reconfirms her obligation to abide by the Confidentiality, Non-Solicitation and Intellectual Property Ownership Agreement, which is attached hereto as Exhibit A and is incorporated as if fully set forth herein.

12.    Return of Confidential and Proprietary Information. Ms. Kallsen represents that she has returned to Schwab any and all property, files, materials, records, manuals, written communications, or other items (including hard copy and electronic documents, disks, and files) she received, obtained, and/or created as part of her employment (excluding information Ms. Kallsen received about insured benefits, welfare plans, stock option grants, restricted share awards (including the plans under which those awards are granted), SchwabPlan Retirement Savings and Investment Plan, payroll information regarding Ms. Kallsen, and letters of commendation or special awards) or that are in her possession or control belonging to Schwab, including but not limited to laptop computer, company sponsored credit cards and/or calling cards, pagers, and other computer software and/or hardware, cell phone, hand-held electronic

devices, keys and identity badges that are in her possession or control belonging to Schwab or any of the Releasees. Ms. Kallsen agrees that in the event she later locates any such documents, equipment, or materials, she will return them to Schwab immediately.

13.    Agreement is Voluntary.

Ms. Kallsen understands and agrees that she:

a.    has had a reasonable amount of time within which to consider this Agreement before executing it;

b.    has carefully read and fully understands all of the provisions of this Agreement;

c.    is, through this Agreement, releasing Schwab and the other Releasees from any and all claims she may have against Schwab and the other Releasees, as stated herein, that have arisen up to the date of execution of the Agreement;

d.    knowingly and voluntarily agrees to all of the terms set forth in this Agreement;

e.    knowingly and voluntarily intends to be legally bound by the same;

f.    was advised, and hereby is advised in writing, to consider the terms of this Agreement and consult with an attorney of her choice; and

g.    has, if Ms. Kallsen wishes, forty-five (45) days to consider this Agreement prior to signing it, which Ms. Kallsen acknowledges began to run on July 23, 2019, and Ms. Kallsen agrees to waive any additional time she may have to consider the Ageement in accordance with applicable law; Ms. Kallsen also has seven (7) days after signing it to revoke the Agreement. Revocation can be made by delivering a written notice of revocation to Michael Sears, Vice President, Associate General Counsel, Charles Schwab & Co., Inc., 211 Main Street, SFMN211-06-451, San Francisco, CA 94105; email address: ***@***). For this revocation to be effective, written notice must be sent by electronic mail or overnight delivery to Michael Sears not later than the seventh (7th) calendar day after Ms. Kallsen signs this Agreement. If Ms. Kallsen revokes this Agreement, it shall not be effective or enforceable and Ms. Kallsen shall not receive the benefits provided herein. Ms. Kallsen acknowledges that at the time she received this Agreement, she was provided with the job titles and ages of those individuals in her business decisional unit, selected and not selected to participate in this termination program. (See Exhibit B attached hereto.)

14.    No Representations. The Parties acknowledge that, except as expressly set forth herein, no representations of any kind or character have been made to induce the execution of this Agreement.

15.    Ownership of Claims. Ms. Kallsen represents that she has not transferred or assigned, or purported to transfer or assign, any claim described in this Agreement. Ms. Kallsen further agrees to indemnify and hold harmless Schwab and each and all of the Releasees against

any and all claims based upon, arising out of, or in any way connected with any such actual or purported transfer or assignment.

16.    Ms. Kallsen’s Representations. Ms. Kallsen agrees and acknowledges that she has not suffered any job-related wrongs or injuries for which she might be still entitled to compensation or relief, such as an injury for which she might receive a workers’ compensation award in the future. Ms. Kallsen further represents that she has been offered all rights available to her under the Family Medical Leave Act, the Fair Labor Standards Act, and the Uniformed Services Employment and Reemployment Rights Act, if applicable, and has not been retaliated in any manner for doing so. Ms. Kallsen understands that Schwab relied on this representation in entering into this Agreement with her. Ms. Kallsen also represents that she knows of no commission or omission of any act by any employee or agent of Schwab that constitutes, or might reasonably constitute, a violation of Schwab’s Code of Business Conduct and Ethics or Compliance Manual, or Schwab’s legal obligations of which she is aware (or reasonably should have been aware), that has not already been brought to Schwab’s attention or that Ms. Kallsen can reasonably expect to have been brought to Schwab’s attention. Ms. Kallsen agrees that she will as promptly as reasonably possible notify Schwab of any such acts or omissions to act that occurred during and relating to her employment with Schwab and/or come to her attention after the date of this Agreement.

17.    No Re-Employment or Contractual Relationship. In consideration of the promises made by Schwab in this Agreement, Ms. Kallsen agrees not to seek or accept future employment with Schwab or any parent, successors, subsidiaries, or affiliates, and that each of these entities has no obligation to retain, engage, employ, or continue to employ her. If Ms. Kallsen does seek or obtain such re-employment or any contractual relationship, then this Agreement shall constitute sufficient cause for refusal to hire or for termination of any such agreement and Ms. Kallsen consents to rejection of her application and/or termination of her employment or any contractual relationship. Ms. Kallsen acknowledges and agrees that this provision is intended to protect Schwab and the Releasees from a charge of retaliation and is not intended to be or shall be construed as a form of retaliation against her. This provision may be waived in a writing signed by both Ms. Kallsen and an authorized Schwab Executive Officer.

18.    Verification. Ms. Kallsen shall direct all inquiries from prospective employers to Schwab’s third party vendor, The Work Number at www.theworknumber.com or call them at ###-###-####. The parties agree that in the event Ms. Kallsen directs an inquiry to someone other than The Work Number to respond to requests for such verifications for Schwab, Schwab will not be liable for any disclosures made in response to such inquiries that deviate from the procedures set forth herein.

19.    Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California applicable to contracts made and to be performed entirely within such state, without regard to its conflicts of laws principles.

20.    Non-Admission of Liability. This Agreement is entered into in compromise of disputed claims, Ms. Kallsen acknowledges that the execution of this Agreement and the payment of consideration hereunder are not and shall not be construed in any way as an

admission of any wrongdoing or liability on the part of Schwab, or any other person or business entity. Ms. Kallsen further acknowledges that Schwab denies all allegations of wrongdoing.

21.    Arbitration. Except with respect to judicial injunctive relief as provided in Subparagraph 10.4 above, any dispute arising out of or in any way related to Ms. Kallsen’s employment, separation of employment, or the interpretation or performance of this Agreement shall be settled by arbitration before a single arbitrator in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in San Francisco, California to be administered by the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. With the exception of initial forum fees, the Company shall bear all costs imposed by the American Arbitration Association to administer the arbitration including arbitrator’s fees. The parties shall be allowed to conduct such discovery as permitted by the National Rules for the Resolution of Employment Disputes of the American Arbitration Association or by the arbitrator. At the conclusion of the arbitration, the arbitrator shall issue an award in writing setting forth the basis of the award. The decision of the arbitrator shall be final and binding, and the parties waive the right to trial de novo or appeal. Further, the prevailing party shall be entitled to its reasonable costs and attorneys’ fees if so allowed by statute governing the underlying claim. Excepted from this Paragraph 21 is a complaint with the Equal Employment Opportunity Commission, including a challenge to the validity of this Agreement under the Age Discrimination in Employment Act, to the extent such an exception is required by law, any claims required to be arbitrated with FINRA, and any claims brought pursuant to Section 806 of the Sarbanes Oxley Act of 2002. Claims for unemployment insurance benefits and workers’ compensation benefits shall be resolved pursuant to the claims procedures under applicable state laws. Claims for benefits under any ERISA-governed employee benefit plan(s) shall be resolved pursuant to claims procedures under such benefit plans.

22.    Waiver. The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

23.    Miscellaneous.

a.    The language of all parts in this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either party.

b.    Should any provision in this Agreement be declared or determined to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby, and the illegal or invalid part, term, or provision shall be deemed not to be part of this Agreement, and all remaining provisions shall remain valid and enforceable.

c.    This Agreement including Exhibit A (Confidentiality, Nonsolicitation, and Intellectual Property Ownership Agreement) sets forth the entire agreement between the Parties and fully supersedes any and all prior agreements and understandings, written or otherwise, between the Parties pertaining to the subject matter of this Agreement, except as specifically set forth herein. The Agreement shall only be amended through a writing signed by Ms. Kallsen and an authorized executive officer of Schwab.

d.    Each party hereto agrees to cooperate in good faith and do all things necessary to effectuate this Agreement.

e.    The headings used herein are for reference only and shall not affect the construction of this Agreement.

24.    Corporate Approval. This Agreement is subject to approval by the Compensation Committee of the Board of Directors of the Charles Schwab Corporation. Following such approval, this Agreement shall be executed on behalf of the Company pursuant to a delegation of authority to execute and enter into the Agreement.

25.    Counterparts. This Agreement may be executed in one or more counterparts, by facsimile or original signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26.    Effective Date. This Agreement shall be effective, binding and enforceable upon full execution by the Parties and following the expiration of the revocation period in Paragraph 13(g) (the “Effective Date”).

PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES THE RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. THIS AGREEMENT WILL ONLY BE EFFECTIVE IF IT IS SIGNED AND DATED ON OR AFTER MS. KALLSEN’S LAST DAY IN THE OFFICE.

advertisements, magazine, newspaper, Websites, social media, broadcast and cable television, DVD, CD, CD-ROM, film and radio. I expressly release Schwab, its agents, employees, licensees and assigns from and against any and all claims which I have or may have for invasion of privacy, defamation, violation of any right to publicity, violation of any proprietary rights, or any other cause of action arising out of Schwab’s use of the Materials.

Signature


By clicking the "I Agree" box below, I understand this constitutes a valid electronic signature, I am agreeing to the terms set forth in the Confidentiality, Nonsolicitation and Intellectual Property Ownership Agreement listed above, and I am attesting to the accuracy and completeness of any information I have entered on any Exhibits thereto. My electronic signature creates a binding contract with Schwab, just as enforceable as if it were a handwritten signature.

Date: Dec 21, 2016

    

This information is being provided in accordance with the requirements of the Federal Older Workers’ Benefit Protection Act.