2013 - Trade Secrets...

SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK--------------------------------------- x

CHARLES SCHWAB & CO. INC.,

Plaintiff,

v

DOUGLAS CASTRO,

Defendant.----------------------------------- -

- - -

-x

INDEX NO.

COMPLAINT

Plaintiff Charles Schwab & Co., Inc. ("Schwab" or "Plaintiff') hereby brings the following

Complaint for injunctive relief and damages against Defendant Douglas Castro ("Castro" or

"Defendant") for (1) breach of contract, (2) misappropriation and misuse of trade secrets, (3) breach

of duty of loyalty, and (4) unfair competition, and in support thereof avers as follows:

I. THE PARTIES

1. Plaintiff Schwab is a corporation organized and existing under the laws of the State

of California, with its principal place of business in San Francisco, California.

2. Defendant Castro is a former Schwab employee, who was employed as a Financial

Consultant in Schwab's Garden City, New York office. Schwab is informed and believes and

thereupon alleges that Castro is a resident and citizen of the State of New York, and resides at 91

Eastlake Avenue, Massapequa Park, NY 11762.

II. JURISDICTION AND VENUE

3. Jurisdiction over Defendant is proper pursuant to §§ 301 and 302(a) of the New York

Civil Practice Law and Rules. Defendant transacts business in New York, and has stipulated to the

jurisdiction of this Court for this action. The tortious acts alleged against Defendant were committed

in New York and elsewhere.

NewJersey 193706.1

FILED: NEW YORK COUNTY CLERK 01/07/2013 INDEX NO. 650053/2013

NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 01/07/2013

4. Venue is proper pursuant to CPLR § 7502(a)(i) since New York County is a place

where Schwab is doing business and New York is also the county in which Schwab and Castro have

stipulated that this action be venued.

III. THE FACTS

5. Castro is a former Schwab employee who resigned from Schwab without providing

advance notice on December 15, 2011 and became affiliated with ADC Wealth Management, Inc.

("ADC"). Upon information and belief, Castro had formed ADC as an entity more than two months

prior to his resignation from Schwab, for the express purpose of competing with Schwab. Prior to his

resignation, Castro was a Financial Consultant who worked in Schwab's Garden City, New York

office.

6. During his employment at Schwab, Castro serviced clients pursuant to the Schwab

Private Client Program, which is described in greater detail below. The majority of the Schwab

clients that Castro serviced are located in the vicinity of Schwab's Garden City, New York office.

7. It bears emphasis that Castro did not develop this book of business through cold calls

or his own connections in the way that stockbrokers at other brokerage firms often do. Rather,

Schwab provided Castro with pre-existing Schwab clients or qualified leads to service. As an online

discount brokerage firm, Schwab has nearly eight million client brokerage accounts nationwide.

Some of these clients have asset levels and needs extending beyond simple online brokerage services.

For these clients, Schwab created services like the Schwab Private Client program in which clients

are assigned to a team of three investment professionals that consists of a Financial Consultant (like

Castro), a Portfolio Consultant, and an Associate Portfolio Consultant who is primarily responsible

for providing administrative and clerical support to the Portfolio and Financial Consultants.

8. Portfolio Consultants oversee the construction and rebalancing of client portfolios.

They are also responsible for making buy and sell recommendations to clients based on the clients'

goats and objectives, with an understanding of the structure of the portfolio created for the client.

2NewJersey 193706.1

9. Financial Consultants, like Castro, work with clients to help them set goals,

determine their financial strategies, and review their progress. Financial Consultants can also help

clients arrange to receive a personal financial plan, which is a comprehensive analysis of their

financial situation. They also partner with other Schwab employees to provide clients with services

ranging from estate planning, to fixed income planning, to education and retirement planning. As

mentioned above, Financial Consultants often service clients in conjunction with Portfolio

Consultants, who oversee the construction and rebalancing of clients portfolios, as well as Associate

Portfolio Consultants, who can answer client questions, fulfill service requests and provide a range of

assistance.

10. During his employment at Schwab, Castro was responsible for servicing a group

(known as a "practice") of clients that had been developed by Schwab and assigned to him. In this

capacity, he serviced dozens of clients with approximately $275 million under Schwab management.

11. To enable him to service these clients, Schwab provided Castro with access to

Schwab's extensive client records and information, including clients' transactional histories, account

types, account balances, asset allocations, income, liquid and total net worth, tax status, tax

information, investment objectives, and other personal financial information, Schwab paid Castro

and provided him an opportunity to develop, cultivate and maintain relationships with its clients.

12. There is no public source available from which Castro could ascertain the identities

and contact information of Schwab's clients, much less the high net worth clients he serviced in the

Schwab Private Client Program. The identities of the clients assigned to Castro at Schwab are not

generally known to third parties, such as competitor financial services firms. Schwab's customer list

— and in particular, its list of Schwab Private Clients —would be very valuable to competitors such as

ADC because it identifies high net worth clients who generate significant revenues and who have

demonstrated a need and desire for this type of financial service. Schwab's competitors can unfairly

benefit from this list because it would enable them to target their financial products, services and

3NewJersey 193706.1

marketing efforts to apre-selected elite group of clients without the need to spend any time, money

or resources to identify and develop such clients.

13. As a condition of employment at Schwab, all employees who interact with clients are

required to sign a confidentiality and non-solicitation agreement. Castro was no exception.

14. On or about February 5, 2004, Castro signed a Confidentiality, Nonsolicitation and

Assignment Agreement. A true and correct copy of this agreement is attached hereto as Exhibit "A"

and is incorporated herein by reference.

15. Castro's 2004 Agreement acknowledges that as a consequence of his employment

with Schwab, he would be given access to confidential information, including the identities of

Schwab's clients, their names, addresses, telephone numbers, social security numbers, account

information, business information, personal information, financial and other information. See

Exhibit "A" at ¶ 1. In light of this access to confidential information, Castro agreed not to disclose,

reproduce, use or disseminate such confidential information, except as necessary for the purpose of

performing his duties and responsibilities on behalf of Schwab. See Exhibit "A" at ¶ 4. He also

agreed that for a period of 18 months following the end of his employment with Schwab, he would

not solicit or induce, or attempt to solicit or induce, any Schwab clients whom he serviced or whose

identity he learned during his employment with Schwab to divert or transfer business from Schwab.

See Exhibit "A" at ¶ 9.

16. In recognition of the fact that he would be servicing specific clients assigned to him

by Schwab (referred to as "Specified Accounts"), Castro executed an Addendum to his 2004

Agreement. See the last three pages of Exhibit "A." In the Addendum, Castro agreed that "in

addition to all of the obligations set forth in the Confidentiality, Nonsolicitation and Assignment

Agreement previously executed by me (which I hereby reaffirm), I will not, for a period of one year

following the termination of my employment with Schwab initiate any contact for any purpose with

any of the Specified Accounts..." The Addendum made clear that this prohibition precluded all

NewJersey 193706.1

initiation of contact with clients, "including notifying them of my new or subsequent places) of

employment." Finally, the Addendum stated that it "should not be construed as limiting the terms or

provisions of [the 2004 Agreement]."

17. As is done by all Schwab financial consultants and portfolio managers who remain

employed with Schwab for a period of years, Castro repeatedly reaffirmed his obligations by signing

additional agreements during the course of his employment. In each agreement, Castro agreed not to

solicit Schwab customers upon the termination of his employment, to protect the confidentiality of

customer information, and not to use or disclose Schwab's confidential information for any purpose

aside from performing his duties and responsibilities on behalf of Schwab. True and correct copies

of the agreements that Castro signed on March 25 2006, April 16, 2007, March 27 2008, and January

14, 2010 are attached hereto as Exhibits "B" through "E" and are incorporated herein by reference.

18. In 2010, Castro renewed and reaffirmed his obligations to Schwab for the final time

before he resigned when he executed a Confidentiality, Nonsolicitation and Assignment Agreement,

which is substantially the same as those he had executed previously during his employment with

Schwab. The 2010 Agreement confirmed Castro's agreement to engage in expedited discovery in aid

of injunction proceedings in the event of any dispute, and contained his specific acknowledgement

that this "agreement to engage in discovery... is an essential term of my arbitration agreement with

Schwab, and that these provisions are intended to supplement and modify any applicable arbitration

rules." Id. at ¶ 10. A true and correct copy of the agreement that was signed by Castro on January 14

2010 is attached hereto as Exhibit "E" and is incorporated herein by reference. The 2010 Agreement

also states that it "supplements any prior agreements I have with Schwab, all of which remain in full

force and effect." See Exhibit "E" at ¶ 12.

19. In sum, Schwab was repeatedly clear with Castro about his confidentiality and post-

employment obligations, and Castro repeatedly reaffirmed to Schwab that he would abide by these

terms.

5NewJersey 193706.1

20. As a condition of employment with Schwab, all registered representatives must

execute a Form U-4, which is an application to the NASD (now known as FINRA) for registration as

a general securities representative. A true and correct copy of the Form U-4 that Castro signed is

attached hereto as Exhibit "F" and incorporated herein by reference.

21. Castro is bound by terms of the various agreements he executed with Schwab.

22. In consideration of the covenants Castro signed, Schwab agreed to, and did, provide

Castro with confidential information, and it did employ and compensate Castro, provide him with

employment related benefits, and provide him with other good and valuable consideration including

assigning him to service specific retail client account relationships, providing him with Schwab sales

support, operational systems, research and investment recommendations, clearing and financial

services, Schwab goodwill and reputation, and opportunities to develop relationships with Schwab

customers.

23. Castro resigned from Schwab on Thursday, December 15 2011 without providing any

advance notice. Upon information and belief, Castro immediately began working on behalf of ADC

Wealth Management, an entity he had formed on or about October 4 2011.

24. Unfortunately, Castro has ignored his obligations to Schwab. Specifically, he has

breached his agreements by using Schwab's customer information to identify, contact, solicit and

induce Schwab clients to transfer their accounts and otherwise divert business from Schwab to his

new firm, ADC Wealth Management. Schwab clients have reported to Schwab, and therefore

Schwab alleges, that Castro has called clients to discuss his resignation from Schwab. During these

calls, on information and belief, Castro misrepresented Schwab's SPC program to its clients. Clients

have also suggested that Castro gave the clients the impression, in advance of his resignation, that he

intended to leave Schwab.

25. As a consequence of Castro's conduct, clients already have begun notifying Schwab

that they intend to move their business from Schwab to Castro and his new firm.

6NewJersey 193706.1

26. By using the client identities that he learned solely through Schwab, Castro has — at a

minimum — violated his contractual and common law obligations not to use Schwab's confidential

client information.

27. There is no public source available from which Castro or any third party could

ascertain the identities of Schwab's clients through proper means, much less identify the high net

worth clients Castro serviced pursuant to the Schwab Private Client Program.

28. In addition, by discussing his potential and/or actual departure from Schwab with

these clients (whom Castro knows to have a need for ADC Wealth Management's services), Castro

has breached his duty of loyalty and has violated (and is violating) his promise not to use Schwab's

client information, not to contact Schwab's clients, not to initiate contact with Schwab's clients, and

not to solicit or induce Schwab's clients to divert business from Schwab.

29. Schwab takes numerous steps to preserve the confidentiality of its client information.

In addition to requiring employees to sign agreements such as those described above, these steps

include implementing additional policies and procedures to preserve and safeguard confidential

customer information. For example, Schwab trains its employees concerning their obligations to

protect client information, and in addition to branch managers, Schwab has enacted a centralized

management operation with managers responsible for monitoring outgoing correspondence that

assists in protecting against the wrongful dissemination of proprietary information. Schwab also has

an online system that is designed to detect and flag outgoing emails that contain customer

information, and the use of fax machines is restricted and monitored to protect customer information

from being transmitted in that manner. Schwab also has adopted its "Code of Conduct" (the

"Code"). The Code has a specific section on "Confidentiality of Client Information" which provides:

"Information concerning the identity of clients and their transactions and accounts is confidential.

Such information may not be disclosed to persons within the company except as they may need to

know it in order to fulfill their responsibilities to the company. You may not disclose such

7NewJersey 193706.1

information to anyone or any firm outside the company" except in very limited circumstances that do

not apply here. A true and correct copy of the Code is attached hereto as Exhibit "G" and

incorporated herein by reference. The Code also states: "You have the responsibility to safeguard

proprietary information of the company and comply with the company's Confidentiality, Non-

solicitation and Assignment Agreement, the terms of which are a condition of your employment." In

addition, coded passwords are required to access client records and information on the Schwab

computer system.

30. The books, files and records of Schwab, and especially the data pertaining to

Schwab's clients, constitutes confidential and trade secret information.

31. This information derives independent economic value because it is not generally

known to competitors who can profit from its use or disclosure. Schwab has spent significant sums,

in terms of both financial and human resources, to develop and maintain this information, which is of

great value to any competitor.

32. Schwab has taken more than adequate measures under the circumstances to maintain

the secrecy of this information, including assigning computer access passwords to be used to access

Schwab computer systems and records, restricting access to its business premises, implementing

policies such as those described above, and having employees, including the Castro, sign agreements

which expressly prohibit the use and disclosure of such information outside of Schwab.

33. Castro's conduct was not privileged, and has resulted in great and ongoing damage to

Schwab.

34. Schwab is informed and believes and thereupon alleges that unless enjoined from

doing so, Castro will otherwise continue to engage in wrongful and unlawful acts described herein.

~3NewJersey 193706.1

COUNTI

INJUNCTIVE RELIEF

35. The allegations of Paragraphs 1 through 34 are incorporated by reference herein with

the same force and effect as if set forth in full below.

36. By virtue of the foregoing, Schwab has demonstrated a likelihood of success on the

merits and that a balancing of the equities favors the issuance of an injunction against Castro.

37. Unless Castro is enjoined from the foregoing conduct, Schwab will be irreparably

harmed by: (a) disclosure and misuse of trade secrets, customer lists, and/or other confidential

information that is solely the property of Schwab and its clients; (b) loss of confidentiality of the

information contained in clients' records, loss of confidentiality of clients' financial dealings, loss of

confidence and trust of clients, loss of goodwill, and loss of business reputation; (c) loss of personnel,

damage to office stability, and a threat to the enforcement of reasonable contracts; and (d) present

economic loss, which is unascertainable at this time, and future economic loss, which is presently

incalculable.

38. Schwab has no adequate remedy at law.

COUNT II

BREACH OF CONTRACT

39. The allegations of Paragraphs 1 through 38 are incorporated herein by reference with


40. By virtue of the foregoing conduct, Castro has violated his Agreements with Schwab.

41. Castro is continuing to violate his contractual obligations.

42. As a consequence of the foregoing, Schwab has suffered and/or will continue to

suffer irreparable harm and loss.

DNewJersey 193706.1

COUNT III

MISAPPROPRIATION OF TRADE SECRETS



44. The books, files and records of Schwab, the confidential information contained

therein, and especially the data pertaining to Schwab customers, including customers' names and

addresses, as well as additional information such as customers' social security numbers, account

numbers, financial status, financial statements, investment objectives and preferences, assets and/or

securities held by these customers, and other highly confidential personal and financial information,

are trade secrets of Schwab subject to protection under New York trade secret law.

45. This information derives independent economic value by not being accessible,

through proper means, to competitors such as Castro and ADC, which can profit from its use or

disclosure. The identities of Schwab's clients are not readily available to the public or to Schwab's

competitors. Schwab has spent significant sums, in terms of both financial and human resources, to

develop and maintain this information, which is of great value to any competitor.

46. Schwab has taken more than adequate measures under the circumstances to maintain

the secrecy of this information, including assigning computer access passwords to be used to access

Schwab computer systems and records, restricting access to its business premises, and having

employees, including Castro, sign agreements which expressly prohibit the use and disclosure of

such information outside of Schwab.

47. The foregoing conduct of Castro constitutes a conversion and misappropriation and

misuse of Schwab's confidential, trade secret information in violation of New York law because

Castro has used and/or disclosed Schwab's customer information without Schwab's consent and

despite the fact that Castro acquired knowledge of this information under circumstances giving rise

10NewJersey 193706.1

to a duty to maintain the information's secrecy and limit its use, which duty Castro owed Schwab as

its agent, employee and representative.

48. As a consequence of the foregoing, Schwab has suffered and will continue to suffer

irreparable harm and loss.

COUNT IV

BREACH OF DUTY OF LOYALTY



50. Castro had, and continues to have, a common law duty of loyalty arising as a result of

his relationship as an employee, agent and/or representative of Schwab.

51. Castro had a confidential relationship with Schwab.

52. Castro is now using for his own benefit the customer information he gained as a result

of his employment with Schwab, and is doing so for the purpose of contacting and soliciting Schwab

clients to transfer their accounts to his new competing firm.

53. In addition, Castro commenced competition with Schwab by soliciting Schwab clients

prior to terminating his employment with Schwab, and using his position as a trusted Schwab

employee to undermine Schwab's reputation and the reputation of its SPC program with the very

clients Castro was entrusted with servicing on behalf of Schwab.

54. The foregoing constitutes a violation of Castro's duty of loyalty to Schwab.


irreparable harm and loss, which are ongoing and continue unabated at the time of the filing of this

Complaint.


COUNT V

UNFAIR COMPETITION


the same force and effect as if set forth in full below..

57. The foregoing conduct of Castro constitutes an unfair method of competition.


irreparable harm and loss.

PRAYER FOR RELIEF

As a result of all of the foregoing facts and legal claims, Schwab requests that the Court enter

judgment in its favor and against Castro as follows:

(1) Granting an injunction, enjoining Castro, directly or indirectly, and whether alone or

in concert with others (including any agent, employee or representative of ADC Wealth), from using,

disclosing, or transmitting for any purpose, including the solicitation or conducting of business or

initiation of any contact with Schwab clients, the information contained in the records of Schwab, or

other information pertaining to Schwab clients, including, but not limited to, the names, addresses,

telephone numbers, email addresses, personal data and financial information of the clients (excluding

members of Castro's immediate family and any customers who have signed forms necessary to move

accounts or business to ADC Wealth); and/or

(2) Granting an injunction ordering Castro, and anyone acting in concert or participation

with him (including any agent, employee or representative of ADC Wealth), to return to Schwab

and/or purge from their possession, custody and control any and all records or information pertaining

to Schwab's customers, whether in original, copied, computerized, handwritten or any other form

(excluding members of Castro's immediate family and any customers who have signed forms

necessary to move accounts or business to ADC Wealth); provided, however, that any information in

computerized or electronic form (including but not limited to personal computers, computers,


Blackberries, iphones, Treos, Palm Pilots, mobile telephones, compact or floppy discs, flash (thumb)

drives and any other device or media in, or on, which data can be electronically stored) shall be

provided by Castro to his counsel within 24 hours of notice to Castro or his counsel of the terms of

the Panel's Order, and Castro's counsel shall preserve the integrity of such data, devices and storage

media, and shall immediately (and in no event later than 7 calendar days after the entry of this order)

make any and all such data, devices and media available for inspection, imaging and duplication by

Claimant's counsel and/or Claimant's computer forensic consultants. After imaging and inspection

of the electronic devices by Schwab, any Customer information shall be deleted and/or purged from

the devices by Schwab; and/or

(3) Granting an injunction, enjoining Castro for a period of eighteen (18) months,

directly or indirectly, and whether alone or in concert with others (including any agent, employee or

representative of ADC Wealth), from (a) soliciting any business from, or initiating any further

contact or communication with, any customer of Schwab whom Castro served at Schwab, and/or any

prospective customers or any customers whose identities he learned as a result of his employment

with Schwab (the "Customers"), including for the purpose of advising any Customers of his

affiliation with ADC Wealth or for the purpose of inviting, encouraging, or requesting the transfer of

any Customer business relationships or Customer accounts from Schwab to Castro and/or ADC

Wealth (excluding members of Castro's immediate family and any customers who have signed forms

necessary to move accounts or business to ADC Wealth); and/or

(4) Awarding Schwab compensatory damages to compensate for harm caused by

Castro's actions; and/or

(5) Awarding Schwab punitive damages as permitted by applicable law; and/or

(6) Awarding Schwab attorneys' fees pursuant to Castro's Agreements and as otherwise

permitted by law; and/or

(7) Awarding Schwab liquidated damages as set forth in Castro's Agreements; and/or


(8) Awarding Schwab its costs, including but not limited to all fees, in addition to costs

of any experts or other out of pocket costs borne by Schwab in the prosecution of this action.

Dated: January 7, 2014

Respectfully submitted,

Ja n A. Storipan, Esq ireFISHER &PHILLIPS LLP430 Mountain Ave.Suite 303Murray Hill NJ 07974TEL: (908) 516-1050FAX: (908) 516-1051


EXHNBIT "A"

Charles Schwab

CONFIDENTIALITY, NONSO~,ICITAT~C}N AND ASSIGI~I'MENT AGREEMENT

Charter Schwab & Co., Snc., its parent campan(ies) and/or 9#s/their subsidiaries. affiliates, joint venturers, and successors{collectively, "Schwab" or the "Company") desires to protect its Confcdentiat ~n~ormation (as more fully described anddefined in P$ragraph ~, below), to mainfiain and protcai the confideniial and/or proprietary nature of such ConfidenfialInf~nrmation, and to protxt against the unauthorized rise of such Confidential Tnfostnation. In consideration for my at-willeritployment with Schwab end in consideration far the Compensation paid aid to ba paid to zee and the receipt of otherbenefits by 5ehwab,~ the receipt and adequacy of which X acfcnowtedge and agree, T az~ willing to enter into thisConfidentiality, Nonsoiicitation and Assignrntnt Agreement (this "Agreement') to provide and facilitate the protection ofSchwab Canfidantial ~nformatian dewing and af3er my employment with the Company in accordance with the terms andcondirions sct forth below.

1. (a) 1 acknowledge and agree that during and related to zny craploymem with Schwab, T will obtain, have access to,antUor be exposed tv certain infurmatian t~ is confidential and/or proprietary to, and/or trade secrets of Schwab(eo3lectively, "Confidential Information"), X understand that such Confidential Information mad be in any form, andwill include all copies, reproductions, summaries, analyses or extracts thereof, based thereon or derived therefrom, endwhich is the sole and exclusive property of Schwab. Confidantia! Information may inolude, but not be limited to:

{i) Confidential information about previous, eurtent and/or contemplated products and services, coafidentialknow-how, techniques, computer passwords,• computer software designs, and hardware configurations,and con~dentiaE iraiQing materials, policies and procedures, and research projects;

(ii) Mazkot, financial, trade, and sales ir~forma#ion and data, pricing, financial models or formulae, businesspFans, financial and business forecasts and estimates, aocc~unt valuation, and information about costs andprofits;

{iii) The identities of Schwab customers or Prospective G~stom~rs, as defined in Paragraph 6 (including butnot limited to, names, addresses, telaphoae numbers and/or social secwity numbers), any account,personal, business, financial and other in~fora►ation pertaining to such customers or ProspectiveCustomers, Schwab customer ar Prospective Customer lists in uny form, and any information rebated tothe assets and obligations carried in an account by a Schwab customer, a customer's positions, andloraccount valuat~ora;

{iv) Account, personnel or financial information perEaining to current and former employees of Schwab,business, financial, and other infomsatian partaiuung to Sch~vab's vendors and independent contractors,and any lists of such employees, vendors and/or independent contractors;

(v) All Daveloptt~ents, as defined in Parggraph S below, and alb information that relates to saidi7eveloptnents; and/or

(vi} Alf information which Schwab has a legal obligation to treat as confdential, or which Schwab treats asproprietary or designates as confidential or for internal use only, whether or not owned or developed bySchwab.

(b} °Trade secret," as used in this Agreement, shall mean, without limitation, ady technical or non tea}uucal dAta arother business infonnatian, which {i) derives Gconomic value, actual ar poten~ial, from not being generally known to,and naY being readely ascertainable throug8 proper means by, otter persons who can obtain economic value from itsuse; and (ii} is the subject of reasonable efiforts on the part of Company #o maimain its secrecy,

(c) Notwithstanding the definition in Pazagraph 1 hereof, Confidential Inforrnatian shall not it~ctude any informationthat is in its proEected form (i) in the public domain through no fault of an employee of Schwab or otherwise, (ii)readily and accurately discernable from publicly-available products, liEeraEure ar other information, or {iii) approvedfor disclosure by prior writtcn~ permission of an authorized senior or executive officer of Schwab specificallydesignated b~ Schwab to give such authorization as requ~ed hereunder ("At~ihorized Offices"},

~i~az3 1. x~+, ~roa

2. I acknowledge that such Conf"rdential Fnformation has been developed by or on behalf of Schwab or licensed by

Schwab at great expcnditure of both fcnancial and human resources and ti~at such Confidecr~ial Information may be

unique snd not capable of being dup]icated, or may only be acquired by significant expense, T a~lcnvwledge and agree

that Schwab awns ar licenses all such Confdential Information and that such informnttion is entrusted Eo me for tha

sole and exclusi~vc purpose of enabling me to conduce the business of providing brokerage and financial ftdvice to

customers and prospective Customers (the "business") oa behalf of Schwab. I further understand that Schwas desires

{or is under a Iegal obligarion, iQ the case of information owned by others) to protect such inforntation's conf~dentiat

and proprietary nature, and takes, and requires ma to take, all reasonable measures to mvntain the confidentiality and

proprieEsuy nature of such information.

3. T acknowledge that Schrarab's Business is intensely competitive and as an employee of Schwab in my position I have or

will be exposed to Confidential Information, the direct or indirect disclosure of which to existing and potential

competitors of Schwab would place Schwab at a competitive disadvantage and would do damage, ~nonetazy or

otherwisa, to 5chwab's Business. X acfcnowlodge that the Confdential Information constitutes a proteciable business

interest of Schwab.

4. Y agree that I wilt not, at any time, assert any claim, ownership or other property interest in any Confidential

Inforxnaiion. I a3so wilt not, for any purposa, directly or indirec7Iy, disclose, roproduce, use, or disseminate in any

znflnner during or after my employment with Schwab, on my own behalf ar on bsha~f of any other person, company or

entity, any Confidential Information, unless: (a) such tlisalosure is required in the ordinary course of my duties at

Schwab and is necessary far me to perform my duties; (b) T have received advance written consent from an Authorized

0#~"icer; 'ox (c) 1 am legally compelled (by deposition, interrogatory, request for documents, subpoena, or similar

pmcess} to disclose any of the Confidential Information; rovide however, prior to disclosing such Canfidantial

informaflon, I shall give Schwab prompt prior written nonce of such requirement so that Schwab may seek a protective

order pr other appropriate remedy and/or waive my compliance with the arms of this Agreement. Yn ttie event that

such pro4ective order or other remedy is not sought or obigined, or that Schwab waives my compliance with the terms

hereof to the extent I shall be legally compelled to disclose the Cnnfideatial In~'ormation, I agree to provide only that

limited portion of the Cor~idential Information that is legally required and to exercise reasonable effor#s to obtain

assurance that co~danfial treatment will be accorded such Confidential Information. I will promptly aoti~y Schwab if

T become awaze oP ar suspect any urtauthorized (whether intentional or accidental) use or disclosure of Confidential

Information by me or by and other person, company or entity.

3. I wilt promptly disclasa in confidence to Schwab all inventions, improvements, designs, original r~orks of authozship,

formulas, pzzacesses, computer software programs, databases and trade secrets (collectively, "X7evelopments''~ that I

make, conceive, first reduce to praorice, ar create, either alone or jointly with others while I am employed by Schwab,

and that: (a) remit from any work performed by me fbr Schwab, whether or not in the normal cauxse of my

employment or during normal business l~aurs; (b} reasonably relate to the actual or anticipated business, services,

products, research or development of Schwab; or (e) are developed with the use of Schwab time, equipment, supplies,

Confidential Information or facilities. T must promptly disclose Developmetrts wktether or not such Developments are

patentable, copyrightable or protectibls as trade secrets_ I understand and ag~a that all bevelopments shall be the sole

and exclusive property of Schw&b, and 1 hereby irrovocabIy assign, trans~'sr and convey to Schwab, exclusively and

perpetually, ai! right, title and interest that I may have or acquire m and to such Developments throughout the world,

including without limitation any copyrights and patents, and the riglrt to secure registrations, renerNals, reissues, and

extensions thereof. I agree to sign any documents and to do all things necessary, without additional compensation,

whether during my employment or after, to assist Schwab to register, perFect, maintain and enforce Schwab's rights in

and Development, including witEzout limitation any patent, copyright, trade secret or other right or interest Y

understand that if I am now a California resident, or if I become a Califomim resident while employed by Sohwab, then

this paragraph wit! not apply to any l7evelopmet~ts which fully qualify under Section 2870 of the California I.abar

Cade, which section is set forth in the acepmpanying ~~i~2j~,,~►, arta~hed hereto and made a part hereof.

d. I acla~owledga that during my emplQ~nent, Schwab wil! be providing me wit}t resources that enable mt to develop,

enhance, maintain ancUor support account relatiansk~ips with Schwab's customers and prospective customers, which

such prospccti~ve customers have been designated as such by virttite afbeing listed, classified or othenvisc idenrifieti by

me ox others, to which I have knowledge o~ during my employment with Schwab ("1'rospecEive Glzstomers"). I also

acEcnowledge that such resources are provided at Schwab's expense and the davelogment, enhanae~ent, maintenance

attd/ar support of the account relationships with Sahwab's customers and prospective Customers are sdiely for

Schwab's benefit. X acknowledge acid agree that any account relationships I develop, enhance, maintain or support

during my employment with Schwab are account relakionships that belong solely to Schwab and not to me, with the

~ ir~n2s 2, Rev. von

exception of account relationships of my immediate family ar other relatives, or individuais or entities t8at I providedfwancial serviccs to prior to joining Schwab, and which I have identified in the accompanying Exhbit B, atteahedhereto and m&de a part hereof. X sgreo that I wil[ undertake to update this Exhibit B, as and when necessary, by writtennotice to Schwab.

7. I agree that during my employment with Schwab, I wil! not, directly or indirectly, on my behalf or on behalf of anyoEher person, company or entity, solicitor induce, or attempt to solicit or indace (which shall incIade, but ~s not limitedto, contact or communication in axky manner for the pw~wse of soliciting or inducing): (a) any customer or I~rospective(l2stomor of Schwab to divert, transfer or otherwise take away Any business From Schwab; or (b) any empto~ee, vendoror independent contractor of, or consultant to, S chwab to leave tus or her employment or assignment with Schwab.

&. 7 agree t}iat during my employment with Schwab, I will not remove e~y property of Schwab in original or copied form,including, but not limited to, any Confidential Information existing in any form from Schwab's premises, oxcept ~sregw~ed in the ordinary course of my duties at Schwab and as necessary for rrze to perform my duties. ] agree that Iwill promptly rehtr~i to Schwab irnmcdiatcly upon Sehwab's request, my aecc~tanee of other employment, or theterrninatian of my employment far any rea9on, Arty and all documents and materia]s that contain, refer to, or relate inany way to any Confidential Tnforniation, as well as any over property of Schwab in my possession or confrol,including, but not limited to, an~v information pertaining and/or re3ating to Sehwab's customers and i'rospecrivecustomers, and all originals, copies and dariva#ions of Schvvab's documents, electronic and telephonic equipment,credit cards, security badges, and passwords. I fwther agree that I wi~i permit Schwab to inspect any ma#erialsprovided by Schwab to me or developed by me as a resuh o#'ar in connecdan with my arnployment with Schwab whenI accept other employment ar otherwise separate fratn my tmpioyrn.ent, regardless of where said matezials aze located.

9. I further agree that for a period of eighteen (18) months a#ter my employment with Schwab ceases beginning on thedate of my termination (the "Proscribed Period"), I will not, directly or indirectly, or an behalf of uny third party: (a}solicit or attempt to solicit any existing customers T service~.~, direci3y or indirectly, and/or any I'rospectivs Customers

(with the exception of Individuals or errtit~es listed in the attached ~xhibi~, or customers whose identitios I learned asa result of my employment with Schwab, in an attempt to divert, tzansfer or othenvisa take away business or

prospective business fmm Schwab; (b) sell or offer to sell any security, retirement, insurance or annuity product orrefatec~ service to any eu5tomer or Pmspee6ve Customer of Schwab that X solicited or attempEed to solicit in breach ofmy obligations hereunder; or (c) soliaiL or attempt icy sal3cit or indace (wJaicf~ shat! include, but is not limited ta, contactor communication in any manner for the purpose of soliciting ax inducing) any employee, vendor ar independentconirac#or off, or eonsui~teni to, Schwab to leave his or her employment tir assignment with Schwab. X further agree thatthe purpose of this provision is to prevent the intentional or inadvertent wilawfW use of Schwab's ConfidantiatYnformation, including its trade secrets. Nothing in this Pata~raph 9 is intended to prevent me from discussing possibleemployment or prospecrive business with any custazner, ~'rospextive Gtistomer, employee, consultant or independeTrtcontractor who contacts me directly on his or her own volition without my solicitation ar a3temptad solicitation of himor her. T ~nderstaud that nothing in axis Paragraph 9 Ixm~ts my absolute obligation under Paragraph 4 to never useConfidential Tnfortnation far any other purpose at any tim8 after my employment wit}. Sahwab ceases. Sections (a) and(b) of this i'aiagraph 9 shall not apply to any institutional austouzer or institutional Prospective Customex of Schwabcapital Markets L.P, whose identity is publicly available (r►otwithstandinglhe provisions in pazagraph 6}.

10. ~ represent and warrant that I do not have any agreement{s) wikb any former employer oz' other third party that would

be breached by my performance of my duties at Schwab or that would lEmit, impair or otherwise adversely affect mqperformance of such dukies, and that I will not take any fiction to breach $ny such agreement white ~ stn employed by

Schwab. Tn any event, I will not use or disclose to Schwab any confidendat information that belongs to others. I havetistod an ExhibiE C to this Agreement all tho confidenti~3, proprietary, 'h'ade secret, non-solicitation antUor ~aon-compctitian agreements to which I am subject and affirm that those agreements, if any, would not be breached byperformance of my duties at Schwab, T also a~rec that I will disclose my obligations under this Agreement to anyprospective or future empbyer or contracEor and that my obligations under this Agreement in their entirety shallsurvive the termina~on of my employment with Schwah regardless of the reason for the termination.

1 I. 1 understand end agree that any breach of this Agreement may subject me to disciplinary action, up to and includingtermination of my employmern (i£' X am still employed at Schwab). I also understand and agree that any breach of thisAgecmont by me will cause immediate irreparable 9njury to Schwab thAt cannot be adequately compensated by moneydamages ax whose damages may be difficult to ascertain. Tf a court of competent jurisdiction or an arbi~ation panelfinds that injunctive relief is appropriate to enforce any provision of this Agreement, I sgiee that Schwab is entit3ed tosuch injunctive relief, in order ta, among other things, prevent a continuing breach or to pxotect and preserve the status

116423 3. Rev. tJQ4

auo pending full resolurion of any disputc rclating to this As,~reement snd under such circumstances, I specifica]Iy

CQNS£NT TO TES CSSUANCE QF INJ[TNC'Y'~VE RELIEF ordering, among othmr things:

(a) that Y rciurn to Schwab ail records of say kind ar nature (including bat not 3imited to original and duplicate,

typed and handwritten, soil (eleetronio, diskette} and hard copy and any other farm) aantaining, referring to,

ar otherwise based an Confidential Infazmation, and that T be prohibited from using or disclosing such

records or tha information in such records; and

(b) that, for the Proscribed Period, ~ shad be pzahibited from sol#citing or attempting to salieit (i) any Schwab

customer wham I serviced {directly or indirectly) or any Schwab custc~mcr or Prospective G~stomcr whose

identity T learned as a result of my employment with Schwab to divert, transfer or otherwise take away

business or prospectyve business from Schwab; and/or (ii) any employee, vendor or independent cantracFor

of, or consultant to, Schwab to iea~ve their employruent ar assign►nent with Schwab.

12. I understand and agree that in the evens of a breach of this Agreement by Schwab or me, either party may seek interim

injunctive relief against the other in an appropriate forum. The parties agree to expedited discovery, including

depositions, in connection with any proceeding alleging breach of this Agreement, whether or not the laws of the

jurisdiction or the appticabfe rules of arbitration procedure imposed by a regulatory hady ar by agreement grovide for

such expedited discovery. To the extent applicable, this provision is intended to supplement and not to supersede the

rights and obligations of the parties to dais Agroement under the terms of file Form U-4 signed or to be signed by me to

become a registered individual with the Company or the terms of a separate arbitration a~,reement. The parties further

agree that a party's application to a court or an arbitradon forum for injunctive relief shall not be construed as a waiver

by the other party of the right to Arbitrate or demand arbitration of claims, where agpi3cable.

13. I ariderstand and agree that s3wuld I violate paragraph 7(a) or Paragraph 9 of this Agreement, Schwab will suffer

irreparable harm and damages that may ba difficult W ascertain at the time of tkce violation, including, but would not be

limited to, costs associa#ed with investigating, monitoring, restrxating and/or terminating the use of Caa~identiul

Tr►formafion by nae in violation of this Ag~ment, revenge lost from assets diverted or transferred in ~violadon of thisAgreement, and costs associated with maintaining, restoring or repairing 5chwab's relationship with customers or

Prospective G~stomers that were solicited in violation of this Agreement. ~ therefore understand and agree that I will

be liable to pay Schwab liquidated damages of four percent (4%) of any existing customer or Prospective Customer

assets found b~ a court of competent jwisdiction or an arbitration panes to have been divortcd, transferred or otherwise

taken away from Schwab in vioistion of ~azagraph 7(a} ar Paragraph 9 above. I agree that this formula represents a

reasonable estimate of Schwab's actual c3arr~ages and does not constitute a penalty. I understand and agree that

Iigaidated damagos are in addition to any other reiief that Schwab may be entitled to, including, but not limited to,

injunctive relief and/or punitive damages.

14. This Agreement and the rights and obligations o~the parties hereto shall bind and inure to Ede bene~i o~any successor

or successors of Schwab, but neither this Agraemerrt nor any rights or benefits hereunder maybe assigned by me.

15. In the even# that a party to this Agreemem brings sixz► aetion to enforce any provision of this Agreement, the prevailingparty shall be entitled to attornoys' fees and casts incurrecE to enforce such claim.

] 6. If Any pro't+ision or portion of any provision of this Agreement is found to be invalid or unenforceable, that provision or

portion thereof will be enforced to the ma~cimum extent permissible, and the remaining provisions or portions thereof

shat] remain in full force and effect. I agree that the terrns of this Agreement and any disputes arising out of it shall be

governod by, and construed in accordance vvith, file laws of the state in wk~ich X was,last employed by Schwab, without

giving effect to such state's conflict of law prineiples.

(NO FURTT~E~,2. TE~~' O1V THIS PAGE)

~t6az3 4. x~~. iroa

17. 'I'~is Agreement si~alt be effective as of the date written below. I understand and agree that part n~ the

consideration for this Agreement is tb.e cotetint~ation oi' my employment relationship with Schwab, but tflat

nothing in this Agreement changes my "at wail" employment status, and tl~ai either Schwab ar Y may end the

employment relationsteip at any tiwe, with or witkout notice, for auy reason ar no reason at sll,

Signed• d~ ._._

printed Name ~~t~-~~,~O~~~Cb Date:. ~l ~~_ 4_.

Employes ID Numbex: ~~'~.~i.~ or last 4 digits of Sacia! Security Number:

s

116~{?3 S. Rev, 1/04

EXHIBIT A

Cafifax2sia I.,abar Code Section 28'10

(a} Any provision in an employment agreement which provides that an employee shall assign, ar offer to assign, any of

his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely

on his or ber own time withotat using t3ie eznplvyer's aquipmen#, supplits, facilities, or trade seoret information except for

those inventions that either:

(1) Relate at the time of conception or redaction to practice of the in~e►ition to the employer's business, or actual ordemonstrably anticipated raseare6 or development of the employer, or

(2) Result from any work performed by tie employee for the employer.

(b) To the extent that a provision in an cmploymeat agreement purports to require an employee to assign an invention

otherwise excluded from being regvu+ed to be assigned under subdivision {a}, the provision is against the public policy of

this sta#e and is unenforceable.

i i6a23 6. 1tev, »Da

~XHIBT'~' B

X.,ist of family me~,ubers and other reTafives (identified by ~'amiliai stafus}and 9ndlvidus~s or enti#ies that 1 provided

#Ynuncial services to prior to joining Schwab (attach additional pages i~ necessary)

[nitielS

l 1b423 7• ~~ ~f~

EXHI8T1' C

LSst of ~'rior Agreements

ii6az~ &. R~~. ~roa

Help bask: HR Agreements

d: 16374

Summary; Addendum to Confd~ntiafiEy, ~lonsolicitakion and Assignmeht AgreemenE

Area: At-Will employment Agreement With Charles Schwab Bank, N.A

Sub Area: Addendum to ConfidEntiality, NonsoEicitation, &Assignment 20aa

Assignee: Eric Joe

Status: Clossd

Priority: Lowest

Source; FORM

opened: 12120/200

Last edited: 12/20J200A~

days elapsed: 1

Time Spent: 0 Haurs 0 Minutes

Created By: Castro, Douglas an 12/20/2404

Last Updated Castro, Qouglas an 12/20/2004Sy:

Requester: Castro, Douglas

Job Title: VP - Financial Consultant

Classification: Employes

SchwablD; A003780

Logon: usldoug(as.castro

Work Phone: +1(516)87 -3655

Work Email: Douglas.Castro a~Schwab.com

Work Location: ~RNYGC-Q4-A~Q2R01

WarEc Cify: Garden City

Work State: NY

Cnst center; Garden City Ny - 460

Enterprise: INVESTOR SERVICES

Supervisor Lem~ert, Stuart

Request:CONFIRMATT~N PAGE

Confirmation of Agreement to and Signature on Addendum to Confidentiality, Nonsolicitation and

Assignment Agreement.

This is your Confirmation of your electronic agreement to the Addendum to Confidentiality, Nonsolicitation

and Assignment Agreement, You may print this copy and record of our agrecmeak and retain it for your

records.

To PRINT this page, simply click the ARINT BUTTON on your browser,

Employee: DQUglas CastroEmployee ID: l.d0I788Employee Logon: us\douglas.castroEmployee Email: Douglas.Castro~a Schwab.camEmployee Telephone: +1(516)873-36SS~unploy~e Manager: Chris Gongema

Date of Electronic Signature: 12/20/200 10:32:45 AM PST

Document: Addendum to Confidentiality, Nonsolxcitation and .A.ss~gz~~xze:~t

Agreement X24330 12-04, ~df

~z~ consideration of Charles Schwab 8c Co. Xnc, assigning me tv servicespecified retail client account relationships (the "Specified Accounts"),providing me with resources to develop and enhance Schwab's relationshiptherewith, and allowing me to participate in tI~e applicable compensationplans, I agree that, in addition to all of the obiigatxans set forth in theConfidentiality, Nonsolieitation and Assignment Agreement previouslyexecuted by me {which I hereby reaffirm), Y will not, for a period of oneyear following the termination of my employment with Schwab initiate any

contact for any pwpose vvXtln any of the Specif ed Accounts (includingnoCifying them of my new or subsequent place{s) of employment). Thisrestriction will not apply to Sch~rr'ab clients that Y lave identified in Exhibit

B to the Confidentiality, NonsoIicitation and Assignment Agreement. I

understand that this additional restriction is necessary to protect Schwab'scontinuing business relationship with the Specified 1~,ccounts. Y agree that

the Specified Accounts were est~.blished by and belong solely to Schwaband not to me. Y agree that I am being assigned to service the Specified

Accounts on a nonexclusive basis, and that Schwab may reassign me to

service other client accounts and/or assig~a atk~er Schwab employees tosez-vice the Specified Accounts at any time and at Schwab's solediscretion.

I understand tk~at Schwab is relying upon my agreement to the teens hereof

in assigning me to service the Specified Accounts anc! allowing me to

partic~pat'e in the applicable compensation flans.

This Addendum is intended to supplement the Confidentiality,Nonsolicitation anc~ /Assignment Agreement, and should not be construed

as limiting the #erms or provisions tk~ereof. I understand that 7 am signing

this addendum eleebronically online or otherwise through my computer. By

clicking "I Agree" below x am consenting to the use of an electronicsignature and to Sc~wab's recording of my agreement and signaftzre. Iunderstand that after clicking "Y Agree" I wi1~ be p~rese~tec~ ~uvith aconfirmation screen that evidences my signature with the date,,t~me and

text of'this agreement, which I can print to keep in my personal records. If

I choose not to sign at this time, I understand that Y may click the "Back"

icon at the tap left corner o~zx~y browser, ar that I may click "X" on tl~e topright hand corner of my browser, to cancel.

Signature7 represent that Z am the individual indicated in the "VVor1c ContactInformation" section in the upper left hand corner of this screen, that I

accessed this scz-een by logging in to the Schwab network and using my

unique password or biom~tric device, and that Z have not shared z~~'password with anyone.

By clicking "I Agree" below I am creating a binding contract with Sch~vvab,

just as enforceable as if it were a handwriSolution:

Closed an Receive as designated by sub area admin screen

History: _____.._..,.,....._.~...,._...~_~~_,.~___~.~,.~.~._____~__..,_...._.___..,~.,.._.....~_._......_.........~.__._..._ ............. ~....,...............

BY: Castro, pouglas WFIEN: 12/20/200A~ '10:32 A.M. 2390 cE. Q6 hr. 18 min. ago.ISSUE SbLV~D: SOLUTION SENT TO [email protected]

EXHIBIT "B"

CONFIDENTTA.LITY, NONSOT~ICITATION AND ASSIGNMENT AGREEMENTCONFIRMATION PACE

Confirmation ofAgreement to and Signawre on Confidentiality, Nonsolicitation and Assignment Agreement.

This is your Confirmation of your elec~onic agreement to the Confidentiality, Nonsolicitation and Assignment Agreement. You may print this copy find

record of our agreement and retain it for your records.

To ARINT this page, simply clicEc the PRINT BUTTON on your browser.

Employee: Douglas CastroEmployee ID: 05455Employee Logan: usldouglas.castroErrcployee Email: [email protected] Telephone: +1(S 16}873-3555Employee Manager: Paul Morgan

Aate of Electronic Signatr~re: 03/25/2006 08:OG:27 AM ~S'~'Document: Confrdentialify_Agreement_rev132873_l.pdf

Charles Schwab & Co., Inc., its parent companies) andlor its/their subsidiaries, affiliates, joint venturers, and

successors {collectively, "Schwab" ar the "Caznpany") desires to protect its Confdential Information (as more fulj~

described and defined in Paragraph 1, below), to maintain and protect the confidential andiar proprietary nature of

such Confidential Information, and to protect against the unauthorized use of such Confidential Information. In

consideration for my at-will employment with Schwab and in consideration for the compensation paid and to be paid

to me and the receipt of other benefits by Schwab, the receipt and adequacy of which I acknowledge and agree, Y am

willing to enter into this Confidentiality, Nonsolicitation and Assignment Agreem~e~t (this "Agreement"} to provide

and facilitate the protection of Schwab Con~~ential Information during and after my employment with the Company

in accordance with the terms and conditions set forth belor~v.

1.a. I acknowledge and agree that during and related to my employment with Schwab, I will obtain, have

access to, and/ar be exposed to certain information that is confidential and/or proprietary to, and/or trade

secrets of Schwab (collectively, "Confidential Information"). I Understand that such ConfdentialInformation maybe in and form, and will include alb copies, reproductions, summaries, analyses or

extracts thereof, based thereon or derived therefrom, and which is the sole and ~xclusiv~ property of

Schwab. Conf dential Information may include, but not be limited to:i. Confidential information about previous, current and/or contemplated products and services,

confidential know-how, techniques, computer passwords, computer sof~are designs, and hardr~vare

configurations, and confidential training materials, policies and procedures, and research projects;

ii. Martcet, financial, trade, and sales information and data, pricing, financial models or formulae,

business plans, financial and business forecasts and estimates, account valuation, and information

about costs and profits;iii. The identities of Schwab customers or Prospective Customers, as defined in Paragraph b {including

but not limited ta, names, addresses, telephone numbers and/or social security numbers), any

account, personal, business, financial and otiher information pertaining to such customers orProspective Customers, Schwab customer or Prospective Customer lists in any form, and anyinformation related to the assets and obligations carried in an account by a Schr~vab customer, a

customer's positions, and/or account valuation;iv. Account, personnel or finattcia] information pertaining to current and former employees of Schwab,

business, financial, and other information pertaining to Schwab's vendors and independentcontractors, and any lists of such employees, vendors and/or independent contractors;

v. All Developments, as defined in Paragraph ~ below, and all information that relates to saidDevelopments; and/or

'vi. All information which Schwab has a legal obligation to treat as confidential, or which Schwab treats

as proprietary or designates as confidential or far internal use only, whether or not owned ordeveloped b~ Schwab.

b. "Trade Secret," as used in this Agreement, shall mean, without limitation, any technical or nan-technical

data ar other business information, which (i) derives economic value, actual or poten#ial, from not being

generally known to, and not being readily ascertainable through proper means by, other persons who can

obtain economic value from its use; and {ii} is the subject of reasonable e~:forts an the pact of Gampany to

maintain its secrecy,c. Notwithstanding the definition in Paragraph 1 hereof, Confidential Information shall not include any

information that is in its protected form (i) in the public domain through no fault of an employee of

Schwab or otherwise, (ii} readily and accurately discernable from publicly-available products, literature or

other information, or (iii) approved fox disclosure by prior written permission of an authorized senior or

executive officer of Schwab specifically designated by Schwab to give such autharizatian as required

hereunder ("Authorized Officer"}.

2. I acknowledge that such Confidential Information has been developed by or on behalf of Schwab or licensed b~

Schwab at great expenditure of both financial and human resources and that such Confidential Information may

be unique and not capable of being duplicated, or may only be acquired by significant expense. I acknowledge

and agree that Schwab owns or licenses all such Confidential Information and that such information is entrusted

to me for the sole and exclusive purpose of enabling me to conduct the business of providing brokerage and

financial advice to customers and Prospective Customers (the "Business") on behalf of Schwab. I further

understand that Schwab desires (ar is under a legal obligation, in the case of information owned by others) is

protect such information's confidential and proprietary nature, and takes, and requires me to take, all reasonable

measures to maintain the confidentiality and proprietary nature of such information.

3. I acknowledge that Schwab's Business is intensely competitive and as an employee of Schwab in my position I

have or wall be exposed to Confidential Information, the direct ox indirect disclosure of which to existing and

potential competitors of Schr~vab would place Schwab at a competitive disadvantage and would do damage,

monetary or otherwise, to Schwab's Business. I acEcr~ovvledge that the Confidential Information cflnstitutes a

protectable business interest of Schwab.

4. I agree that I will not, at any time, assert any claim, ownership or other property interest in any Confidential

information, X also will not, for any purpose, directly or indirectly, disease, reproduce, use, or disseminate in

any manner during or after my employment with Schwab, on my own behalf ar on behalf of any other person,

company or entity, any Confidential Information, unless: {a} such disclosure is required in the ordinary course of

my duties at Schwab and is necessary for me to perform my duties; (b} I have received advance written consent

from an Authorized Officer; or (c} I am legally compelled (by deposat~on, interrogatory, request fQr documents,

subpoena, or similar process} to disclose any of the Confidential Information; provided, however, prior to

disclosing such Confdential Information, I snail give Schwab prompt prior written notice of such requirement

so that Schwab may seek a ~ratective order or other appropriate rennedy and/ar waive my compliance with the

terms of this Agireement. In tYte event that such protective order or other remedy is not sought or obtained, or that

Schwab waives my compliance with the terms hereof, to the extent I shall be legally compelled to disclose the

Confidential Information, I agree to provide only that limited portion of the Can~dential Ynformation that is

legally required and to exercise reasonable ef~'orts to obtain assurance that confidential treatment will be

accoxded such Confidential Information. I will promptly notify Schwab if I become aware of or suspect any

unauthorized (whether intentional or accidental) use or disclosure of Confidential Ynformation by me or by any

other person, company or entity,

5. I will promptly disclose in confidence to Schwab all inventions, itnprovennents, designs, original works of

authorship, formulas, processes, computer software programs, databases and trade secrets (collectively,

"Developments") that I make, conceive, first reduce to practice, or create, either alone or jointly ~vvith others

while I am employed b~ Schwab, and that: (a) result from any work performed by me for Schwab, whether ar

not in the normal course of my employment or during normal business hours; (b) reasonably relate to the actual

or anticipated business, services, products, research or development of Schwab; ar (c) are developed with the use

of Schwab time, equipment, supplies, Confidential Information or facilities. Y must promptly disclose

Developments whether or not such r?eveio~cnents are patentable, copyrightable or pratectible as trade secrets. I

understand and agree that all Developments shall be the sole and exclusive property of Schr~vab, and I hereby

ir~'evocably assign, transfer and convey to Schwab, exclusively and perpetually, all right, title and interest that 7

may have or acquire in and to such Developments throughout the warld, including without limitation any

copyrights and patents, and the right to secure registrations, renewals, reissues, and extensions thereof. I agree to

sign any documents and to do all things necessary, without additional compensation, whether during my

employment or after, to assist Schwab to register, perfect, maintain and enforce Schwab's rights in any

Development, including without limitation any patent, copyright, trade secretor other right or interest. T

understand that if I am naw a California resident, or if I become a California resident while employed by

Schwab, then this paragraph will not apply to any Developments which futl~ qualify under Section 2870 of the

Cali£arnia Labor Code, which section is set forth in the accompanying Exhibit A, attaohed hereto and made a

part hereof

6. I acknowledge that during my employment, Schwab will be providing me with resources that enable me to

develop, enhance, maintain and/or support account relationships with Schwab's customers and prospective

customers, which such prospective customers have been designated as such by virtue of being listed, classified

or otherwise identified by me or others, to which ~ have knowledge o#', during my employment with Schwab

("Prospective Customers"). I also acknowledge that sack resources are provided at Schwab's expense and the

development, enhancement, maintenance and/or support of the account relationships with Sch~uvab's customers

and Prospective Customers are solely for Sehwab's benefit. I acknowledge and agree that any account

relationships I develop, enhance, maintain or support during my employment with Schwab are account

relationships that belong solely to Schwab and not to me, with the exception of account relationships of my

immediate family or other relatives, or individuals or entities that I provided financial services to prior to joining

Schwab, and r~vhich I have identified in the accompanying Exhibit B, attached hereto and made a part hereof. Y

agree that Y wi11 undertake to update this Exhibit B, as and when necessary, by written notice to Schwab.

7. I acknowledge that during my employment, Schwab will be providing me with resources that enable me to

develop, enhance, maintain and/or support account relationships with Schwab's customers and prospective

customers, which such prospective customers have been designated as such by virtue of being listed, classified

or otherwise identified by me or others, to which I have knowledge of, during my employment with Schwab

{"Prospective Customers"}. I also acknowledge that such resources are provided at Schwab's expense and the

development, enhancement, maintenance andlor support of the account relationships with Schwab's costumers

and Prospective Customers are solely for Schwab's benefit. I acknowledge and agree that any account

reIatianships X develop, enhance, maintain or support during m~ employment with Schwab are account

relationships that belong solely to Schwab and not to me, with the exception of account relationships of my


Schwab, and which I have identified in the accompanying Exhibit B, attached hereto and made a part hereof. T

agree that I will undertake to update this Exhibit B, as and when necessary, by written notice to Schwab.

8. I agree that during my employment with Schwab, I will not, directly or indirectly, on my behalf pr on behalf of

any other person, company or entity, sotieit or indUCe, ar attempt to solicit or induce (which shall include, but is

not limited to, contact or communication in any manner for the purpose of soliciting or inducing}; (a) any

customer or Prospective Customer of Schwab to divert, transfer or otherwise take ar~va~ any business from

Schwab; or (b) any employee, vendor or independent contractor of, or consultant to, Schwab to leave his or her

employment ar assignment with Schwab.

9. I agree that during my employment with Schwab, I will not remove any pxoperty o~ Schwab in original or copied

form, including, but not limited to, any Confidential Information existing in any farm from Schwab's premises,

except as required in the ordinary course of my duties at Schwab and as necessary for me to perform my duties. I

agree that I v►+il] promptly return to SchwAb innrx~ediately upon Schwab's request, my acceptance o~ otheremployment, or the termination of my employment for any reason, any and all documents and materials that

contain, re~Fer to, or relate in any way to any Confidential Information, as well as any other property of Schr~vab

in my possession or control, including, but not limited to, any ~raformation pertaining and/or relating to Schwab's

customers and Prospective Custonners, and all originals, copies and derivations of Schwab's documents,

etectran~c az~d telephonic equipment, credit cards, security badges, and passwords. I agree that any Confidential

Information stored, recorded or contained on my personal cell phone or any other personal electronic device will

be immediately removed or deleted by me upon termination of my employment for any reason. 7 further agree

that T will perzr~it Schwab to inspect any materials provided by Schwab to me or developed by me as a result of

or in connection with my employment with Schwab when Y accept other employment or otherwise separate from

my employment, regardless of where said materials are located.

10. i fi~rther agree that for a period of eighteen {1$) months after my employment with Schwab ceases beginning on

the date of my termination (the "Proscribed Period"), I will not, directly or indirectly, or on behalf of any third

party: (a} solicit or attempt to solicit any existing customers I serviced, directly or indirectly, and/or any

Prospective Castorners (with the exception of individuals or entities listed in the attached Exhibit B), or

customers whose identities X learned as a result of my employment witk~ Schwab, in an attempt to divert, transfer

or otherwise take away business or prospective business from Schr~vab; (b) sell ar offer to sell any security,

re~rrement, insurance or annuity product or related service to any customer or prospective Customer of Schwab

that X solicited or attempted to solicit in breach of my obligations hereunder; ar (c) solicit or attempt to solicit or

induce (which shall include, but is not limited to, contact or cornrnunication in any manner for the purpose of

soliciting or inducing} any employee, vendor or independent contractor af, or consultant to, Schwab to leave his

or her employment or assignment with Schwab. I fiirther agree that the purpose of this provision is to prevent the

intentional or inadvertent unlawful ase of Sch~wab's Confidential Information, including its trade secrets. If

Schr~vab assigns me to service specifc retail client account relationships (the "Sflecified Accounts"}, I r~vill not,

for a period of one year following the termination of my employment with Schwab, initiate any contact for any

purpose with any of the Specified Accounts {including notifying them ot'rny new or subsequent pace{s) of

empIayment}. This restriction will not apply to Schwab clients that ~ have identified in Exhibit B. I agree that I

am being assigned to service the Specified Accounts on anon-exclusive basis, and that Schwab may reassign me

to service other client accounts and/or assign other Schwab employees to service the Specified Accounts at any

time and at Schwab's sole discretion, ~1oth~ng in this ~'aragraph 9 is intended to prevent me from discussing

possible employment or prospective business with any customer, Prospective Customer, employee, consultant or

independent contractor who contacts me directly on his or her own volition without my contact, solicitation ar

attempted solicitation of him or k~ex. I understand that nothing i~ this ~'aragraph 9 limits my absolute obligation

under Paragraph 4 to never use Confidential Information for any other purpose at any time after my employment

with Schwab ceases.

11. I represent and warrant that I do not have any agreements}with any former employer or other third party that

would be breached by my performance of my duties at Schr~vab or that would limit, impair or otherwise

adversely affect my performance of such duties, and that Y will not take any action to breach any such agreement

while I am employed by Schwab. In any event, I will not use or disclose to Schwab any confidential information

that belongs to others. I have listed on Exhibit C to this Agreement all the confidential, proprietary, trade secret,

non-solicitation andlor non-corr~petition agreements to which Y arrt subject and affirm that those agreements, if

any, would not be breached by performance of my duties at Schwab. I also agree that ~ will disclose my

obligations under this Agreement to any prospective or future employer or contractor and that my obligations

under this Agreement in their entirety stall survive the termination of my employment with Sch~vvab regardless

of the reason for the termination.

12. X understand and agree that any breach of this Agreerr►ent nnay subject me to disciplinary action, up to andincluding termination of my employment (if Y am still employed at Schwab). I also understand and agree

that

any breach of this Agreement by ►ne mill cause immediate irreparable injury to Schwab that cannot beadequately compensated by money damages or whose damages may be difficult to ascertain. If a court of

competent jurisdiction or an arbitration panel finds that injunctive relief is appropriate to enforce any provision

of this Agreement, I agree that Schrvvab is entitled to such injunctive relief, in order to, among other things,

prevent a continuing breach or to protect and preserve the status quo pending full resolution of any dispute

relating to this Agreement and antler such circumstances, I specifically CONSENT TO THE XSSUANCE O~

INJUNCTIVE RELIEF ordering, among other things:a. that I return to Schwab all records of any kind or nature (including but not limited to original and

duplicate, typed and handwritten, soft (eleotronie, diskette) and hard copy and any other form) containing,

referring to, or otherwise based on Confidential Information, and that Y be prohibited from using car

disclosing such records or the information in such records; and

b. that, for the Proscribed ~'er~od, X shalt be prohibited from soliciting or attempting to solicit (i) any Schwab

customer whom I serviced (directly or indirectly) or any Schwab customer or Prospective Customer

whose identity Y learned as a result of my employment with Schwab to divert, trans~'er or otherwise take

away business or prospective business fronn Schwab; and/or (ii) any employee, vendor or independent

contractor of, or consultant to, Schwab to leave their employment or assignment with Schwab.

l3. Y understand and agree that in the event of a breach of this Agreement by Schwab or me, either party may seek

interim injunctive reliedagainst the other an an appropriate forum. The parties agree to expedited discovery,

including depositions, in connection with any proceeding alleging breach of this Agreement, whether or not the

taws of the jurisdiction or the applicable rates of arbitration procedure irr►posed by a regulatory body ar by

agreement provide for such expedited discovery, To the extent applicable, this provision is intended to

supplement and not to supersede the rights and obligations of the parties to this Agreement under the terms of

the Form U~4 signed or to be signed by me to become a registered individual with the Company or the terms of a

separate arbitration agreement. The parties further agree that a party's application to a court or an arbitration

forum for injunctive relief shall not be construed as a waiver by the other party of the right to arbitrate or

demand arbitration of claims, where applicably.

I4. I understand and agree that should 7 violate Paragraph 7(a) or Paragraph 9 of this Agreement, Schwab will suffer

irreparable harm attd damages that mad be dii~icult to ascertain at the time of the violation, including, but would

not be limited to, costs associated with investigating, monitoring, restricting and/or terminating the use of

Confidential Information by me in violation of this Agreement, revenue lost from assets diverted or transferred

in violation of this Agreement, and costs associated with maintaining, restoring or repairing Schwab's

relationship with customers ar ~'rospective Customers that were solicited in violation of this Agreement. Y

therefore understand and agree that I wilt be liable to pay Schwab liquidated damages of four percent {4%) of

any existing customer or Prospective Customer assets found by a court of competent jurisdiction or an

arbitration panel to have been diverted, transferred ar otherwise taken away from Schwab in violation of

Paragraph 7(a) or Paragraph 9 above. I agree that this formula represents a reasonable estimate of Schwab's

actual damages and does not constitute a penalty. I understand and agree that liquidated damages are in addition

to any other relief that Schwab may be entitled to, including, but not Iimited to, injunctive relief and/or punitive

damages.

l 5. Tk~is Agreement and the rights and obligations of the parties hereto shall bind and inure to tine benefit of any

successor or successors of Schwab, but neither this Agreemen# nor any rigY~ts ar benefits hereunder mad be

assigned by me.

16. In the event that a party to this Agreement brings an action to enforce any provision of this Agreement, the

prevailing party shall be entitled to attorneys' fees and costs incurred to enforce such clairr~.

17. If any provision or portion of any provision of this Agreement is found to be invalid ar unenforceable, that

provision ox portion thereof ~uvill be enforced to the maximum extent permissible, and the remaining provisions

ar portions thereof shall remain in full farce and effect. I agree that the terms of this Agreement and any disputes

arising out of it shall be govarned by, and constr~.~ed in accordance with, the laws of the state in which I was last

employed by Schwab, without giving effect to such state's conflict of law principles.

18. This Agreement shall be effective as of the date written below, Y unc~ersfand and agree that part of the

consideration for this Agreement is the continuation of my employment ~relations~hip with Schwab, but

that nothing in this Agreement changes my "at will" employment st.ttus, and that eitLer Schwab or Y may

end the employment relationship at any time, with or withoat ~aoticc, for any reason or no reason at all.

EXHIBX'Z' .A.California Labor Code Section 2870

a. Any provision in an employment agreement which provides that an employee shall assign, or offer to assign,

any of his or her rights in an invention to his or her em~Ioyer shall not apply to an invention that the employee

devetaged entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade

secret information except for those inventions that either:

I . Relate at the time of conception or redaction to practice of the invention to the employer's business, ar

actual or demonstrably anticipated research or development of the employer; or

2. Result from any work performed by the employee for the erraployer.

b. To the extent that a provision in an employment agreement purports to require an employee to assign an

invention otherwise excluded from being required to be assigned under subdivision {a), the provision is against

the public policy of this state and is unenforceable.

X click here to electronically inital form

EXHIBIT' BList of family m~rnbers and ofiher relatives (identified by familial status} and individuals or entities

that Y provided

financial services to prior to joining Schwab.

X click here to electronically inital farm

~X~XB~T ~List of Prior Agreements. If you have a copy of a prior agreement, please provide it to your

manager.


Si~~aatureI represent that Y am the individual indicated in the "Work Contact Infor~x~ation" section

in the upper left hand corner

of this screen, that I accessed this screen by logging into the Schwab network and using my unique password or

biometric device, and that I have not shared my password with anyone.

By clicking "T Agree" below I am creatiing a binding contract with Schwab, just as enforceable as if it were a

handwritten signature.

Y Agree

EXHIB[T "C~~

CONFIDENTIALITY, NC?NSOLICITATIC}N AND ASSIGNMENT AGREEMENTCONFiRMATIpN PAGE

Confirmation of Agreement to and Signature on Confidentiality, NonsoIicitation and Assignment Agreemenk.

This is your Confirmation of your electronic agreement to the Confidentiality, Nonsulicitation and Assignment Agreement. 'You may print this copy and


To PRINT this page, simply click the PRINT BUTTON on your browser.

Employee: Douglas Castroemployee ~A: 05455Employee Logon: usldouglas.castroEmployee Ernail: Douglas.Castro~?a Schwab.comEmployee Telephone: +l (516)873-3655E~nnployee Manager: Peal Morgan

Date of Electronic Signature: 04/16/2007 12:09:30 PM EST

Charles Schwab & Co., Inc., its parent companies} and/or its/their subsidiaries, affiliates, joint venturers, and

successors {collectively, "Schwab" or the "Company"} desires to protect its Confidential Information (as more fully

described and defined in Paragraph 1, below}, to maintain and protect the confidential andlor proprietary nature of

such Confidential Tnfarmation, and to protect against the unauthorized use of such Confidential Information. In

consideration ~'or my at-wil! employment with Schwab and in consideration. ~'or the compensation paid and to be paid

to me and the receipt of other benefits by Schwab, the receipt and adequacy of which I acknowledge and agree, I am

willing to enter into this Confidentiality, Nonsolicitatian and Assignment Agreement (this "Agreement") to provide

and facilitate the protection. of Schwab Confidential Information during and after my employment with the Company

in accordance with the terms and conditions set forth below.

t,a. I acknowledge and agree that during and related to my employment with Schwab, I will obtain, ha

~v~

access to, and/or be exposed to certain information that is confidential and/or proprietary to, and/or trade

secrets of Schwab (coll~cti~vely, "Confidential Information"). I understand that such Confidential

Information may be in any form, and will include ali copies, reproductions, summaries, analyses or

extracts thereof, based thereon or derived therefrom, and which is the sole and exclusive property of

Schwab. Confidential Information may include, but not be limited to:

i. Confidential information about previous, current and/or contemplated products and services,

confidential know-how, techniques, computer passwords, computer so~ware designs, and hardware

configurations, and confidential training materials, policies and procedures, and research projects;

ii. Market, financial, trade, and sales information and data, pricing, financial models or formulae,

business plans, financial and business forecasts end estimates, account valuation, and information

about costs and profits;iii. The identities of Schwab customers or Prospective Customers, as defined in Paragraph 6 (includ

ing

but not limited to, names, addresses, telephone nu►nbers and/or social security numbers), anyaccount, personal, business, financial and other information pertaining to such customers or

Prospecti~v~ Customers, Schwab customer or Frospective Customer lists in arty form, and any

information related to the assets and obligations carried in an account by a Schwab customer, a

customer's positions, and/or account valuation;

iv. Account ,personnel or financial information pertaining to current and fozmer employees of Schwab,

business, financial, and other information pertaining to Schwab's vendors and independent

contractors, and any lists of sack employees, vendors and/or independent contractors;

v. All Developments, as defined in Paragraph 5 below, and all information that relates to said

Developments; and/orvi. All infoxzn.ation which Schwab has a Iegal obligation to treat as confidential, or which Schwab treats

as proprietary or designates as eonf dential or for internal use only, r~vhether or not awned or

developed by Schr~vab.b. "Trade Secret," as used i~ this Agreement, shall mean, without limitation, any technical ar non-technical

data or other business information, which (i) derives economic value, act~ial or potential, from not being

generally known to, and not being readily ascertainable through gaper means by, other persons who canobtain economic valae from its use; and (ii) is the subject of reasonable efForts on the part of Connpany to

maintain its secrecy.c. Notwithstanding the definition in Paragraph 1 hereof, Confidential Tnformatian shall not include any

information that is in its protected dorm {i) in the public domain through na fault of an employee of

Schwab or otherwise, {ii) readily and accurately discernable from publicly-available products, literature ar

other information, or (iii) approved for disclosure by prior written permission of an authorized senior or

executive aftioer of Schwab specifically designated by Schwab to give such ~.uthori~ation as regairedhereunder ("Authorized Officer"}.

2. I acknowledge that such Confidential Z~formation has been developed by or on behalf of Schwab or licensed by

ScY~wab at great expenditure of both financial and human resources and that such Confidential Information may

be unique and not capable of being duplicated, or may only be acquired by significant expense. I acI~nowledge

and agree that Schwab owns or lioenses all such Confidential Information and that such information is entrusted

tome for the sole and exclusive purpose of enabling me to conduct the business of providing brokerage and

financial advice to customers and Prospective Customers (the "~3usiness") on behalf of Schwab. Y further

understand that Schwab desires (or is under a legal obligation, in the case of information owned by others) to

protect such information's confidential and proprietary nature, and takes, and rewires me t4 take, all reasonable

measares to maintain the confidentiality and proprietary nature of such information.

3. I acknowledge that Schwab's Basiness is intensely competitive and as an employee of Schwab in my position I

have or will be exposed to Confidential Tnformativn, the direct or indirect disclosure of which tv existing and

potential competitors of Schwab would place Schwab at a competitive disadvantage and would do damage,

monetary or othe~vvise, to Schwab's Business. I acknowledge that the Confidential Information constitutes a

protectable business interest of Schwab.

4. I agree that Y will not, at any time, assert any claim, ownership or other property interest in any Confidential

Information. I also will not, far any purpose, directly or indirectly, disclose, reprodUCe, use, or disseminate in

any manner during or after my employment with Schwab, on zny own behal~'or on behal~of any other person,

company ar entity, any Confidential Information, unless: (a) such disclosure is required in the ordinary course of

my duties at Schwab and is necessary forme to perform my duties; (b) I nave received advance written consent

from an Authorized Officer; or (c) I am legally connpelled (by deposition, interrogatory, request for documents,

subpoena, or similar process) to disclose any of the Confidential Information; provided, however, prior to

disclosing such Confidential Information, I shalt give Schwab prompt prior written notice ot'such requirement

so that Schwab rr~ay seek a protective order or other appropriate remedy and/or waive my compliance with the

terms of this Agreement. In the event that such protective order or other remedy is not soaght or obtained, or that

Schwab waives my compliance with the terms hereof, to the extent I shall be lega[ty compelled to disclose the

Conftd~ntial Information, Y agree to provide only that limited portion of the Confidential Information that is

legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be

accorded such Confidential InTormation. Y will promptly notify Schwab if T become aware of or suspect any

unauthorized {whether intentional or accidental) use or disclosure of Gonfidentia] Information by me or by any

other person, company or entity.

S. I will pronnptl~ disclose in confidence tv Schwab all inventions, improvements, designs, original works of

authorship, farmalas, processes, computer software programs, databases and trade secrets (collectively,

"Developments") that I make, conceive, first reduce to practice, or create, either alone or jointly with others

while I am empio~ed by Schwab, and that: (a} result fronn any work performed by me for Schwab, whether or

not in the normal course of my employment ar during normal business hours; (b) reasonably relate to the actualor anticipated business, services, products, research or development of Schwab; or (c) are developed with the use

of Schwab time, equipment, supplies, Confidential Ynfarmation oar facilities. I must promptly discloseI]evelopments whether or not such Developments are patentable, eopyrightabie or protectible as trade secrets. I

understand and agree that all Developments shall be the sole and exclusive property of Schr~ab, and I hereby

irrevocably assign, transfer and convey to Schwab, exclusively and perpetually, all right, title and interest that Xnnay have or acgaire in and to sUCh Developments throughout the world, including without limitation anycopyrights and patents, and the right to secure registrations, renewals, reissues, and extensions thereof. I agree to

sign any documents and to do all things necessary, without additional compensation, whether during my

employment or afier, to assist Schwab to register, perfect, maintain and enforce Schwab's rights in any

Development, including without limitation any patent, copyright, trade secret or other right or interest. I

understand that if I am now a California resident, or if X become a California resident white employed by

Schwab, then this paragraph will not apply to any Developments which fully qualify under Section 2870 of the

California Lobar Code, which section is set forth in the accornpan~ing Exhibit A, attached hereto and made a

part hereof.

6. I ackngwledge that during my employment, Schwab will 6e providing me with resources that enable me to

develop, enhance, maintain and/or support account relationships with Schwab's customers and prospeeti~ve

customers, which such prospective c~stamers have been designated as such by virtue of being listed, elassi~ed

or otherwise identified by me or others, to which T have knowledge of, during my employzr~ent with Schwab

("Prospective Customers"). I also acknowledge that such resources are provided at Schwab's expense and the

development, enhancement, maintenance and/ar support of the account relationships with Schwab's customers

and Prospective Customers are solely for Schwab's benefit. F acknowledge and agree that any account

relationships I develop, enhance, maintain oz support during my employment with Schwab are accoant

relationships that belong solely to Schwab and not to me, with the exceptFOn of account relationships of my


Schwab, and which X have identified in the accompanying Exhibit B, attached hereto and made a part hereof. I

agree that I will undertake to update this Exhibit B, as and when necessary, by written notice to Schwab.

7. I agree that during my employment with Schwab, ~ r~vill not, directly or indirectly, on m~ behalf or on behalf of

any other person, company or entity, solicit oc induce, or attempt to solicit or induce (which shall include, but is

not limited to, contacfi or communication in any manner for the pUrpos~ of soliciting ar inducing): (a) any

customer or Prospective Customer of Schwab to divert, transfer or otherwise take away any business from

Schwab; or {b} any employee, vendor oar independent contractor of, or consultant to, Schwab to leave his or her

ennp~oyment or assignment with Schwab.

I agree that during my employment with Schwab, I will not renr~ove any properly o~ Schwab in original or copied

form, including, but got limited to, any Confidential Information existing in any form from Schwab's premises,

except as required in the ordinary course of my duties at Schwab and as necessary for me to perform my duties. I

agree that I wi[1 promptly return to Schwab immediately upon Schwab's request, my acceptance of other

ernplayment, or the tez-mination of my employment for any reason, any and all documents and materials that

contain, refer to, ar relate in any ~vvay to any Confidential rnfarmation, as well as any other property of Schwab

in my possession or control, including, but not limited to, aray information pertaining and/or relating to Schwab's

customers and Prospective Customers, and all originals, copies and derivations of Schwab's documents,

eaectronic And telephonic equipment, credit cards, security badges, and pass~vvords. I agree that any Confidential

Information stored, recorded ar contained an my personal cell phone or any other personal electronic device will

be immediately removed or deleted by me upon termination of my employment for any reason. I further agree

that I will permit Schwab to inspect any materials provided by Schwab tome or developed by me as a result of

or in connection with my employment with Schwab when I accept other employment or otherwise separate from

my employment, Xeg~rdless of where said materials are located.

9. I further agree thaE for a period of eighteen (18) months after ~nny employment with Sck~wab ceases beginning an

the date o~my termination (the "Proscribed Period"), I r~vill not, directly or indirectly, or on behalf of any third

party; (a} solicit or attempt to solicit any existing customers T serviced, directly or indirectly, andlar any

Prospective Customers (with tk~e exception of individuals or entities listed in the attached Exhibit B}, or

customers whose identities I learned as a result of my employmenrt with Schr~vab, in an attempt to divert, transfer

or otherwise take away business or prospective business from Schwab; or {b) solicit or attempt to solicit or

induce {which shall include, bat is not limited to, contact or communication in any manner for the purpose of

soliciting yr inducing} any employee, vendor or independent contractor of, or consultant to, Schwab to leave his

ar her employment or assignment with Schwab. I further agree that the purpose of this provision is to prevent the

intentional or inadvertent unlawful use of Schwab's Confidential Information, including its trade secrets. rf

Schwab assigns me to service speeifio retail client account relationships (the "Specified Accounts"), I will not,

for a period of one year fallowing the termination of my employment with Schwab, initiate any contact for any

purpose with any of the Specif ed Accounts (including notifying them of my new or subsequent places) of

employment}. This restriction will not app1~ to Schwab clients that ~ Dave identified in Exhibit B. I agree that I

am being assigned to service the Specified Accounts on anon-exclusive basis, and that Schwab may reassign m~

to service other client accounts andlor assign other Schwab employees to service the Specified AccaUnts at any

time and at Schwab's sole discretion. Nothing in this ~aragrapk~ 9 is intended to prevent me from discussing

possible employment or prospective business with any customer, Prospective Customer, employee, consultant or

independent contractor who contacts me directly on his or her own volitfon without my contact, salicitatian ar

attempted solicitation of him or her. I understand that nothing in this ~'aragraph 9limits my absolute obligation

under ~'aragraph 4 to never use Confidential 7nforr~atian for any other purpose at any time after my employment

with Schwab ceases.

10. T represent and warrant that I do not have any agreements) with any former employer or other third party that

would be breached by my perfarnnance of my duties at Schwab or that would limit, impair or otherwise

adversely affect my performance of such duties, and that T will not take any actin to breach any sach agreement

while X am employed by Schwab. In any event, I will not use or disclose to Schrwab any confidential information

that belongs to others. T have listed on Exhibit C to this Agreement all the confidential, proprietary, trade secret,

non-solicitation and/or non-competition agreements to which I am subject and affirm that those agreements, if

any, would not be breached by performance of my duties at Schwab. I also agree that I will disclose my

obligations under this Agreement to any prospective or future employer or contractor and th~et my obligations

under this Agreement in their entirety shall survive the termination of my employment with Schwab regardless

of the reason far the termination.

11. I understand and agree t}~at any breach of this Agreement may subject me to disciplinary action, up to and

including termination of m~ employment (if T am still employed at Schwab). I also understand and agree that

any breach of this Agreement by cne will cause immediate irreparable injary to Schwab that cannot be

adequately compensated by money damages or whose damages may be difficult to ascertain. If a court of

competent jurisdiction or an arbitratiion pane( Ends that injunctive relief is appropriate to enforce any provision

of this Agreement, I agree that Schwab is entitled to such injunctive relief, in order to, among other things,

prevent a cantinaing breach or to protect and preserve the status quo pending full resolution of any dispute

relating to this Agreement and under sach circumstances, I specifically CONSENT TO THE ISSUANCE OF

INJUNCTIVE RELIEF ordering, among other things:

a. that I raturn to Schwab all records of any kind or nature (including but not limited to original end

duplicate, typed and handwritten, soft (electronic, diskette) and hard copy and any other form) containing,

referring to, or otherwise based on Confidential Information, and that I be prohibited from using or

disclosing such records or the information in such records; and

b. that, for the Proscribed Period, Y shall be prohibited from soliciting or attempting to solicit (i) any Schwab

customer whom I serviced (directly or indirectly) or aay Schwab customer or Prospective Customer

whose identity I ]earned as a result of my employment with Schwab to divert, transfer or otherwise take

away business or prospective business fxom Schwab; and/ar (ii) any employee, vendor ar independent

contractor of, or consultant to, Schwab to leave their employment or assignment with Schwab.

i2. X understand and agree that in the event of a breach of this Agreement by Schwab or me, either party may seek

interim injunctive relief against the other in an appropriate forum. The parties agree to expedited discovery,

including depositions, in connection with any proceeding alleging breach of this Agreement, whether or not the

laws of the jurisdiction or the applicable rotes of arbitration procedure imposed by a regulatory body or by

agreement provide far such expedited discovery. To the extent applicable, this provision is intended to

supplement and not to supersede the rights and obligations of the parties to this Agreement under the terms of

the dorm U-4 signed or to be signed by me to become a registered individual with the Company or the terms of a

separate arbitration agreement. The parties further agree that a party's application to a court or an arbitration

forum for injunctive relief shall not be construed as a waiver by ttae other party of the right to arbitrate ar

demand arbitration of claims, r~vhere applicable.

~ 3. I understand and agree that should I violate Paragraph 7(a) or Paragraph 9(a} of this Agxeetx~ent, Schwab will

suffer irreparable harm and damages that may be difficult to ascertain at the Eime of the violation, including, but

would trot be limited to, costs associated with investigating, monitoring, restricting and/or terminating the use of

Confidential Information by me in violation of this Agreement, revenue last from assets diverted or transferred

in violation of this Agreement, and costs associafied with maintaining, restoring ar repairing Schwab's

relationship ~twitl~ customers or Prospective Customers that were solicited in violation of this Agreement. I

therefore understand aid agree that I will be liable to pay Schwab liquidated damages of four percent (4%) of

any existing customer or Prospective Customer assets found by a court of competent jurisdiction or an

arbitration panel to have been divested, transferred or otherwise taken away from Schwab in vivlatian of

Paragraph 7(a} or Paragraph 9 above, I agree that this formula represents a reasonable estimate of Schwab's

actual damages and does not constitute a penalty, I understand and agree that liquidated damages axe in addition

to any other relief that Schwab may be entitled to, including, but not limited to, injunctive relief andlor punitive

damages.

14. I understand and agree that should T violAte Paragraph 7{b) or Paragraph 9(b) of this Agreement with respect to

Schwab employees, Schwab will saffer irreparable harm and damages that rna~ be difficult to ascertain at the

time of the violation, including, but not Iimited to, costs associated with investigating such violation, recruiting,

hiring and training replacement employees, lost productivity; and other costs. I therefore understand and agree

that with respect to each employee found by a court of competent jurisdiction or an arbitration panel to have

been solicited or induced away from Schwab in violation of paragraph 7(b) ar Paragraph 9(b}, I will b~ liable to

pay Schwab liquidated damages equal to the greater of one hundred percent (100%) of the employee's annual

base salary, or seventy-five percent (75%} of the employee's total compensation in the previous calendar year,

whichever is greater. I agree that this formula represents a reasonable estimate of Schwab's acri~al damages and

does not constitute a penalty, I understand and agree that liquidated damages are i~. addition to any other relief

that Schwab may be entitled to, including, but not limited to, injunctive relief and/or punitive damages.

15. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any

successor or successors of Schwab, but neither this Agreement nor any rights or benefits hereunder may be

assigned by me.

~6. Xn the event that a party to this Agreement brings an action to enforce any provision ofthis Agreement, the

pxe~vailing party shall be entitled to attorneys' fees and costs incurred to enforce such claim.

17. If any provision or portion of any provision of this Agreement is foand to be invalid ar unenforceable, that

prgvision or portion thereof will be enforced to the ma~cimum extent permissible, and the remaining provisions

or portions thereof shall remain in full force and effect. I agree that the terms of this Agreerx2ent And any disputes

arising out of it shall be governed by, and construed in accordance with, the laws of the state in which I was last

employed by Schwab, without giving efl"ect to such state's conflict of law principles.

18, This Agreement shall be effective as of the date written below. Y understand and agree that part of the

consideration for this Agweement is the continuation of my employment relationship r~vitl~ Schwab, but

that nothyng x~n this Agreement changes my "at will" employment status, and that either Schwab or I may

end the em~loym~ez~t relationship at any time, with or without notice, for any reason or no reason at all.

EXHIBIT ACali~'ornia Lobar Cade Section 2870

a. Any provision in an ett~ployment agreement which provides that an employee sha11 assign, or offer to assign,

any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee

developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade


1. Relate at the time of conception or reduction to practice of the invention to the employer's business, or

actual or demonstrably anticipated research or development o~'the emgloyer; or

2. 1'Zesult from any work performed by the employee for the employer.


invention o#herwise excluded from being required to be assigned under subdivision (a), the provision is against


X click here to electronicaIl~ inital form

~~~~YBXT BList of family members and other relatives (identified by familial status) and individuals ox entities that I provided

financial services to prior to joining Schwab.


EXHIBIT SList of Frior Agreements. If you have a copy of a prior agreement, please provide it to your manager.

7~ dick here to electronically inital form

SignatureZ represent that X am the individual indicated in the "Work Contact Information" section in the upper left hand corner

of this screen, that I accessed this screen by logging in to the Sck~wab network and using my unique password or

biometric device, and that I have not sharEd m~ password with anyone.

By clicking "I Agree" below I am creating a binding contract with Schwab, just as enforceable as if it were a


Y Agree

EXHIBIT "D"

CHARLES SGHWAB CONFIDENTIALITY, NONS4LICITATION, AND INTELLECTUAL PROPERTY

OWNERSHIP AGREE1ViENT 2008 {Simplified Confidentiality Agreement -Rev. 3/08}CONFIRMA'~~UN P.A.GE

Confirmation of Agreement to and Signature on Confidentiality, Nonsolieitation and Assignment Agreement.

This is your Confirmation of your electronic agreement to the Confidentiality, l~ionsolicitation and Assignment Agreement. You may print this copy and


To PRINT this page, simply click the PRINT BUTTON on your browser.

Employee: Douglas CastroEmployee ID: 05455Employee Logon: usldouglas.castroEmployee Email: [email protected] Telephone: +1(516)8733655Employee Manager: Stuart Lempert

?ate o~'~lectronic Signature: 03/27/2008 09:20:15 AM EST

I AM ENTER'[NG INTO T~iIS AGREEMENT IN CONSIDERATION FOR my initial or continued at-will

employment with Charles Schwab & Co., 7nc., its parent oompany and/or its subsidiaries, affiliates, joint venturers,

and successors (collectively, "Schwab"), and the compensation and other benefits I receive from Schwab, including

my participation in bonus and incentive compensation plans for rvhieh I am eligible. Acknowledging the receipt and

adequacy of this consideration, and intending to be legally bound, T agree as follows:

a, that I will maintain the confidenl'rality of alt Confidential Information and Intellectual Property, as defined

below, that Y develop or obtain while I work at Schwab;

b. that Schwab owns all Confidential Information and Intellectual Property, and that I will not assert any claim to

the Confidential Information and/or Intellectual Property; and

c, that T will not solicitor Encourage Schwab's employees or Schwab's current or prospective clients to leave

Schwab.

The scope of these obligations, and same of the possible consequences for breaching them, are described in more

detail below.

1. Prntecfian of Sc~wab's Conffdential Information and Intellectual Property. While working at Schwab, I

will develop andlor have access to Schwab's Confidential Information and/or IntetIectual Property, as defined in

Paragraph 2. I acknowledge that Confidential Information and YntelIectual Property is the exclusive property of

Sck~wab, its business partners, licensors, and/or clients, and Y agree not to assert any claim to it. Except as

permitted in Paragraph 7, I agree not to use or disclose any Confidential Information andiar Intellectual Property

during ox after my employment with Schwab.

2. What is Schwab Confidential Information and Intellectual Property? "Confidential Information" is all

information learned during my employment that is not generally known to the public at the time it is trade

known to me. It includes, but is not limited to: "Trade Secrets" and "Developments," as defined below; names,

addresses, phone numbers, email addresses, account ntambers or financial information pertaining to Schwab

clients or prospective clients; praprieiary soffiware designs and hardware configurations; proprietary technology;

business methods or sErategies; new product and service ideas; marketing, financial, research and sales data;

information sufficient to identify clients, vendors, or personnel; client, vendor or personnel lists, contact,

account and related information; and all infoi-~nation Schwab treats dr is obligated to treat as confidential,

privileged, or for internal use only, whether pr not owned by Schwab, "Trade Secrets" is any information that (i)

has economic value from not being generally known to, and not being readily ascertainable through proper

means by, other persons who can obtain economic value from its use; and {ii) Schwab takes reasonable steps to

protect as secret. "Intellectual Property" is Schwab's copyrighted materials, tradennarks, service marks, logos,

patents, Trade Secrets, and other intellectual property and proprietary rights.

3. Agreement Nod to Solicit. While I work for Schwab and far 18 months after my employment ends, I will not

directly or indirectly solicit or induce: (a) any existing or prospective Schwab clients 7 serviced ar about whom T

gained Confidential Information (other than those listed in Exhibit A) in an attempt to divert, transfer, or

otherwise take away business or prospective business from Schwab; and/or (b) any Schwab employee or

contingent worker to leave his or he:r employment or engagement with Schwab.

4. Removal and Return of Schwab Property. I will nat remove any Schwab prop~rry, including any Confidential

Information andlor 7ntetlectual Property, in. original or copied forth, in ether electronic or hardcopy form, except

as required for me to carry out my jab duties while employed by Schwab. Upon termination of my employment

rwith Schv~+ab for and reason, my acceptance of other employment, or at Schwab's request, I vvil! innmediately

return to Schwab all Schwab property and documents, including but not limited to Confidential Information

andlor Inteltecival Property; any Schwab-issued credit cards, security badges, keys and Secure ID tokens; and all

Schwab-issued electronic and telephonic equipment including but not limited to computers, mobile phones,

personal data assistants, CD-ROMs, DVDs, poppy disks, Zip drives, USB storage devices, flash drives, memory

cards, or other electronic devices ("Electronic Devices").

5. Obligation to Protect Confidential Information and Yntelleetual Property. I will promptly notify Schwab if I

become aware of ox suspect any unauthorised use or disclosure of Confidential Information and/or Intellectual

Property by me ox anyone else, whether intentional or accidental.

6. Schwab's Owr~erst~ig of Intellectual Property "Developments."

a. riiselasure of Developments While Employed by Schwab. ~ will promptly disclose in confidence to

Schwab ail inventions, improvements, designs, original works of authorship, and processes, including but

not limited to all computer saflwar~ programs and databases, whether or not protected or capable of

protection under intellectual property or other laws, as well as all works based upon, derived from,

reduced from, collecting, containing or making ase of any of the foregoing ar of any other Confidential

Information or Intellectual Property of Schwab (collectively, "Developments"} that I create, make,

conceive, implement, or first reduce to practice, either alone or with others, ~uvhile I am employed by

Schwab, and: (a) result from any work I perform for Schwab, whether or not in the naranal course of my

employment or during normal business hours; {b) reasonably relate to the actual or anticipated business,

research or development of Schwab; or (c} are developed with the ase of Schwab resources, facilities,

Confidential Zn~orznation and/or Intellectual Property.

b.Help in Confirming Ownership. Y must promptly disclose Developments to Schwab whether or not the

Develagments are patentable, copyrightable, or protectable as Trade Secrets. I agree all Developments

will be the exclusive property of Schwab, and I irrevocably assign to Schr~vab atl rights, title, and interest I

rna~ have or acquire in and to the Developments and the right to secure registrations, renewals, reissues,

and extensions in the Develapcnents. I will sign any documents and do aal things necessary, whether

during my employment or after, to assist Schwab to register, perfect, maintain and enforce Sahwab's rights

in any Developments, without any additional compensation. Yf I fail or refuse for any reason to sign any

document Schwab reyaires to perfect its ownership of the Developments, I appoint Schwab as my

attorney-in-fact (this appointment to be irrevocable and to be a power coupled with an interest) to ~tct on

my behalf and to execute atl such documents.

c. State Laws Relating to Ownership of Der~elopmepts, I understand if 7 am or become a California

resident while employed by Schwab, then this Paragraph 6 will not apply to any Developments which

fully qualify under Section 2870 of the Catifoxn.ia ~,abor Cede, attached as Exhibit B to this Agreement.

To the extent other similAr laws may apply to residents of other states, the terms of Paragraph 6 shall be

limited solely to the extent provided by the applicable laws of such states.

d.T' re-Existing Yntellectual ~ronerty. To the extent I have any pre-existing patent, trademark, or copyright

registrations, I have listed them in Exhibit C. I understand Schwab does not want to use any other person's

intellectual property unlawfully. 7 agree to indemnify and hold Schwab harmless against any liability, and

pay any loss ar expense Schwab incurs, arising out of any claim that I misappropriated or infringed

proprietary rights of a former employer or any other third party.

7. Permissible Disclosure of Confic~entia~ Xnfor~mation and/oar intellectual Property, I can only use or disclose

Confidential Information and/ar Intellectual Property to the extent: {a) necessary to perform my job duties at

Schwab; {b} I receive advance written permission from an authorized senior or executive officer of Schrx+ab; (c) Y

am legally compelled by subpoena or other legal process to disclose the Confidential Information and/or

Intellectual Properly, subject to the procedures in Paragraph 9; or (d) disclosure is sought by a government

entity, regulatory agency, or self regulatory organization, subject to the procedures in Faragraph 9. I understand

that Schwab's policy prohibits departing employees from tAking client lists and account information.

8. Questions Abont Confidential Information and/or Intellectual Property. If I am unsure whether information

is Confidential Information and/or Intellectual Property, I will treat it as Confidential Information and/or

Intellectual Property unless X receive advance written permission from an authorized senior ar executive officer

of Schwab.

9. Subpoenas and Otter Legal Requests for Disclasuwe. I will give Schwab prompt notice in writing before

disclosing any Confidential Information andlor Intellectual Property under Paragraph 7 subsections (c) and (d}.

If Schwab does not obtain an order preventing the disclosure, ~ agree to disclose only that Confdential

Information and/or Intellectual Property that T am legally compelled to disclose and to exercise reasonable

efforts to ensure that the Confidential Ynfarmation and/ar Intellectual Property will be treated confidentially.

10. Discovery and Injunctive Relief. In the event I violate, or Schwab reasonably believes I am about to violate,

this Agreement, I agree Schwab is entitled to injunctive relief to prevent the violations} and/or preserve the

status quo. X agree that in any proceeding alleging breach of this Agreement, each party shall have the right to

engage in deposition and document discovery, and Schwab shall have the right to conduct forensic examination

(s} of Electronic Devices in my possession or control, if Schwab reasonably believes such devices contain

Confidential Inf~rmatian and/or Intellectual Property. I further agree that in connection with any application for

injunctive relief, discovery shall be conducted on an expedited basis. If any dispute under this Agreement is

arbitrable, then I understand my agreement to engage in discovery as outlined in this paragraph is an essential

term of my arbitration agreement with Schwab, and these provisions are intended to supplement and modify any

applicable arbitration rules.

11, Liquidated Damages. Yf Y solicit clients or ernplpyees in violation of Paragraph 3, and/or use or disclose

Confidential Information relating to clients and/or their accounts in violation of Paragraph 1, I understand

Schr~vab grill suffer damages that may be difficult to quantify at the time of'the ~+iolation, including, but not

limited to: casts associated with investigating, monitoring, or remedying the misuse of Confidential Information;

casts associafied with maintaining, restoring or repairing Schwab's relationship with current and prospective

clients; revenue lost from client assets diverted ar transferred; costs associated with replacing employees,

including recruiting, hiring and training replacement employees, and lost productivity. Therefore, if I violate

Paragraph 3, and/or Paragraph i relating to clients and/or their accounts, I agree to pay Schwab the following

liquidated damages: {a} four percent (4%) of any client assets diverted from Schwab for any client who was

solicited and/or whose Confidential Information was used or disclosed; and/or, (b) seventy-five percent (75%) of

the most recent full year's total annual compensation paid by Schwab to each employee solicited or induced to

leave his or her employment. T agree that these formulas represent reasonable estimates of the compensatory

damages that Schwab will incur as a result of violations of Paragraph 3 and/or Paragraph I relating to clients

and/or their accounts, and are not a penalty. These liquidated damages are in addition to any other non-

connpensatory relief that Schwab may be entitled to, including but not limited to injunctive relief and/or punitive

damages.

12. General Provisions. I agree that if Schr~vab or I bring an action to enforce and provision ofthis Agreement, the

prevailing party shall be entitled to attorneys' fees and costs to enforce such claim, 7f any provision of this

Agreement is found to be invalid or unenforceable, I agree that such provision should be deemed modified to the

extent necessary to make it enforceable. If a court or arbitration panel declines to amend the provision to make it

enforceable, then the remaining provisions of this Agreement shall remain in full force and effect. The terms of

this Agreement and ar~~ disputes arising out of it shaft be governed by, and construed in accordance with, the

laws of the state in which I was last employed by Schwab, without giving effect to such state's conflict of aaw

principles. Y agree that this Agreement supplements any prior agreements I have with Schwab, all of which

remain in full force and effect.

E DIT AList offamily nnembers and other relatives (identified by familial status} and individuals yr entities to whom X provided

financial services prior to joining Schwab:

X click here to electronically inital Exhibit A

EXHIBIT BCalifornia Labor Code Section 2870


any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee

developed entirely an his or her own time withoat using the employer's equipment, supplies, facilities, or trade


1. Relate at the time of conception or reduction to practice of the invention to ttte employer's business, or

actual or demonstrably anticipated research or development of the employer; ar

2. Result frorr~ any work performed by the employee far the employer,

b. To the e~ctent that a provision in an employment agreement purports to require an employee to assign an

invention otherwise excluded from being required to be assigned under subdivision (a}, the provision is against

the public policy ofthis state and is unenforceable.

X click here to electronically inital Exhibit B

E7~B~T C _ _ _ _.

Pre-Existing Intellectual Property Registrations:

X click here to electronically inital Exhibit C

SignatureI represent that I am the individual indicated in the "Work Contact Information" section in the upper lef

t hand corner

of this screen, that I accessed this screen by logging into the Schwab network and using my unique password, and that

7 have not shared my password v~rith anyone.

By clicking "I Agree" below Y am creating a binding contract with Schwab, just as enforceable as if it were a


Y Agree

CHARLES SCHWAI3 CONFII7ENT~ALiTY, NONSOLICITATION, AND INTET~LECTUAL PROPERTY

OWNERSHIP AGREEMENT' 2008 (Simpti#`ied Confidentiality Agreement -Rev. 3/08}CONFIRMATION PAGE

Confirmation ofAgreement to and Signature on Confidentiality, Nonsolicitation and Assignment Agreement.

This is your Confumation ofyour electronic agreement tp the Con~denliality, Nansolicitation and Assi~nent Agreement. You may print this copy and


To P1tIN'f this page, sunply click the PRTIV'i' BUTTON on your browser.

Employee: Douglas CastroEmployee ID: 05455Employee Logon: usldouglas.castroEmployee Email: [email protected] Telephone: +1(S lb)873-3b55Employee Manager: Stuart Lempert

Date of Electronic Signature: 03/3I/2008 I6:02:43 PSv~ EST

~ AM ENTERING INTO TICS AG~tE~MENT IN CONSIDERATION F0~2. my initial or continued at-will

employment vaith Charles Schwab & Co., Inc., its parent company and/or its subsidiaries, affiliates, joint ventiirers,

and successors (collectively, "Sch~c~vab"), and the compensation and other benefits I receive from Schwab, inctudang

my participation in bonus and incentive compensation plans for which I am eligible. Acknowledging the receipt and

adequacy of this consideration, and intending to be legally bound, X agree as follows:

a. that I will maintain the canfdentiality of all Confdential Information and Intellectual Properly, as defined

below, that 7 develop or obtain white I work at Schwab;

b. that Schwab owns all Confiden#ial Information and Intellectual Property, and that I will not assert any claim to


c. that I will not solicit ar encourage Schwab's employees or Schwab's current or prospective clients to leave

Schwab.

The scope of these obligations, and some of the possible consequences far breaching them, are described in more

detail below.

1. Protection o~ Schwab's Confidential Ynforrr~a~ion and Intellectual Property. While working at Schwab, T

will develop and/or have access to Schwab's Confdential Information and/or Xntellectual Property, as defined in

Paragraph 2. I acknowledge that Confidential Information and Xn#ellectual Property is the e~clusi~ve property of

Schwab, its business partners, licensors, and/or clients, and I agree not to assert any claim to it. Except as

permitted in Paragraph 7, I agree not to use or disclose any Confidential Tnfortnation andlor Intellectual Property

during or after my employnnent with Schwab.

2, What is Schwab Confidential Xn~'ormatioa and Tntellec~ual Property? "Confidential Information" is al]

information learned daring rrry employment that is not generally known to the public at the time it is made

known to me. Tt includes, but is not limited to: "Trade Secrets" and "Developments," as defined below; names,

addresses, phone numbers, email addresses, acoount numbers or fnancial information pertaining to Schwab

clients or praspectiv~ clients; proprietary softi~vare designs and hardware configurations; proprietary technology;

business methods or strategies; new product and service ideas; marketing, financial, research and sales data;

information sufficient to identify clients, vendors, or personnel; client, vendor or personnel lists, contact,

account and related information; and all information Schwab treats or is obligated to treat as confidential,

privileged, ox for internal ase only, whether or not owned by Schwab. "Trade Secrets" is any information that {i)

has economic value from not being generally known to, and not being readily ascertainable through proper

means by, other persons who can obtain economic value from its use; and (ii) Schwab takes reasonable steps to

protect as secret. "Intellectual Property" is Schwab's copyrighted materials, trademarks, service marks, logos,

patents, Trade Secrets, and other intellectual property and proprietary rights.

3. Agreement Not to Solicit. While I work for Schwab and for 18 months after my employment ends, I will not

directly or indirectly solicit or indace: (a) any existing or prospective Schwab clients I serviced or about whom I

gained Confidential Information (other than those Iisted in Exhibit A,) in an attempt to divert, transfer, or

otherwise take away business or prospective business from Schwab; and/or (b} any Schwab employee or

contingent r~vorker to leave his or her employment or engagement With Schwab.

~. Removal and Return of Schwab Property. X will not remove any Schwab property, including any Confidential

Information and/or Intellectual Property, in original or copied form, in either electronic ar hardcopy form, except

as required for me to carry out my job duties while employed by Schwab. ~(J~pan termination of my employment

with Schwab for any reason, my acceptance of other employrnent, or at Schwab's request, I will immediately

return to Schwab all Schwab property and documents, including but not limited to Confidential Information

and/or Intellectual property; any Schwab-issued credit cards, security badges, kays and Secure TD tokens; and alI


personal data assistants, CU~ROMs, DVDs, floppy disks, Zip drives, USB storage devices, flash drives, memory

cards, ar other eaectronic devices ("Electronic Devices").

S. Obligation to Protect Confidential ~n#'or~nation and Intellectual Property. I will promptly notify Schwab if I

become aware of or suspect any unauthorized Use or disclosure of Confidential Information and/or intellectual

Property by me or anyone else, whether intentional or accidental.

6. Scbwab's Ownership of Znteitectual Property "Developr3nents."

a. Disclosure of Developments While Employed by Schwab. I will promptly disclose in confidence to

Schwab al! inventions, improvements, designs, original works of authorship, and processes, including but

not limited to all computer software programs and databases, whether or not protected or capable of

protection under intelIectuaI property or other laws, as well as all works based upon, derived from,

reduced from, collecting, containing or making use of any of the foregoing or of any other Confidential

Information or Intellectual Property of Schwab (collectively, "Developments") that I create, make,

conceive, implement, or first reduce to practice, either alone ar with others, verhile X am employed by

Schwab, and: (a) result from any work I perForm for Schwab, whether or not in the normal course of my

employment or during normal business hours; {b} reasonably relate to the actual or anticipated business,

research or development of Schwab; or (c) are developed with the use of Schwab resources, facilities,

Confidentia(Information andlor Intellectual Property.

b.Help in Confirming Ownership. I must promptly disclose Developments to Schr~vab whether or not the

Developments are patentable, capyrightable, or protectable ~s Trade Secrets, Y agree all Developments

will ~e the exeltasive property of Schwab, and I irrevocably assign to Schwab all rights, title, and interest I

may have or acquire in and to the Developments and the right to secure registrations, renewals, reissues,

and exlensians in the Developments. I will sign any documents and do all things necessary, whether

during my employment or after, to assist Schwab to register, perfect, maintain and enforce Schwab's rights

in any Developments, without any additional compensation. If 7 fail or refuse for any reason to sign any

document Schwab requires to perfect its ownership of the Developments, Y appoint Schwab as my

attorney-in-fact (this appointment to be irrevocable and to be a power coupled with an interest} to act an

my behalf and to execute all such documents.

c. State X..aws Relating to Owvnership of ~levelapments. I understand if I am or become a California

resident while employed by Schwab, then this Paragraph 6 will not apply to any Developments which

fully qualify under Section 2870 ofthe California Labor Code, attached as Exhibit B to this Agreement.

To the extent other similar laws may apply to residents ofvther states, the terms of ~'aragr~Ph 6 shad) be

limited solely to the extent provided by the applicable laws of such states.

d.P re-Existing Ynfellectaal Properfiy. To the extent I have any pre-existing patent, trademark, or copyright

registrations, I have listed them in Exhibit C. Y anderstand Schwab does not want to use any other person's

intiellectual property unlawfully. I agree to indemnify and hold Schwab harmless against any liability, and

pay any Ioss or expense Schr~vab incurs, arising aut o~Any claim that I misappropriated or infringed

proprietary rights of a former employer ar any other third party.

7. Permissible Disclosure of Con~deatial Information and/or Zntellectuai Property. Y can only use or disclose

Confldentia! Information andJor Intellectual Property to the extent: (a} necessary to perform my jab duties at

Schwab; (b) I receive advance written permission from an authorized senior or executive officer of Schwab; {c) I

am legally compelled by subpoena or other legal process to disclose the Confidential Information and/or

Intellectual Property, subject to the procedures in Paragraph 9; ox (d} disclosure is sought by a government

entity, regulatory agency, or self regulatory organization, subject to the procedures in Paragraph 9. Y understand

that Schwab's policy prohibits departing employees fxom taking client lists and account information.

8. Questions About Cou~den~ial Information andlor Intellectaa~ Property. ~f I atn unsare whether informat'►onis Confidential Information and/or Intellectual property, I will treat it as Confidential Information and/or

Intellectual Property unless I receive advance written permission from an authorized senior yr executive officer

of Schwab,

9. Subpoenas and Qther Legal R.eyuesfs for Disclosure. I will give Schwab prompt notice in writing before

disclosing any Confidential Information and/or Intellectual Property under Paragraph 7 subsections (c) and (d}.

Tf Schwab does not obtain an order preventing the disclosure, I agree to disclose only that Confidential

Information and/or Intellectual Property that I am legally compelled to disclose and to exercise reasonable

efforts tQ ensare that the Confidential Information and/or Intellectual ~raperty will be treated confidentially.

l 0. Discovery and Injunctive ~telief, Xn the event I violate, or Schwab reasonably believes I am about to violate,

this Agreement, 7 agree Schwab is entitled to injunctive relief to prevent the violations} and/ox preserve the

status quo. I agree that in any proceeding alleging breach of this Agreement, each party shall have the right to

engage in deposition and document discovery, and Schwab shall have the right to conduct forensic examination

(s) of Electronic Devices in my possession or control, if Schwab reasonably believes such devices contain

Confidential Information and/or Intiellectual Property. I fi~rther agree that in connection with any application for

injunctivE relief, discovery shall be conducted on an expedited basis. If any dfspute under this Agreement is

arbitrable, then I understand my agreement to engage in discovery as outlined an this paragraph is an essentiA!

term a~rny arbitration agreennent with Schwab, and these provisions are intended to supplement and modify any

applicabI~ arbitration rules.

11, Liyu~dated Damages. If I solicit clients or employees in violation of Paragraph 3, and/or use or disclose

Confidential Information relating to clients andlor their accounts in violation of ~'aragraph 1, I understand

Schwab will su~£er damages that may be difficult to quantify at the time of the violation, including, but not

limited to: costs associated r~vith investigating, monitoring, ar remedying the misuse of Confidential Information;

costs associated with maintaining, restoring or repairing Schwab's relationship with current and prospective

clients; revenue lost from client assets diverted or transferred; costs associated with replacing employees,

including recruiting, hiring and training replacement employees, and lost productivity. Therefore, if 7 violate

Paragraph 3, and/or Paragrap}~ ~ relating to clients and/or their accounts, I agree eo pay Schwab the following

liquidated damages: (a) four percent (4%) of any client assets diverged £rum Schwab for any client who was

solicited and/or whose Confidential Tn#'ormation was used or disclosed; and/or, (b) seventy-foe percent (75%) of

the most recent full year's total annual compensation paid by Schwab to each employee solicited or induced to

leave his or her employment. I agree that these formulas represent reasonable estimates of the compensatory

damages that Schwab will incur as ~ result of violations of Paragraph 3 and/or Paragraph 1 relating to clients

and/or their accounts, and are not a penalty. These liquidated damages are in addition to any other non-

compensatory relief that Schwab may b~ entitled to, including but not linnited to injunctive relief and/or punitive

damages.

12. General Provisions. Y agree that if Schwab or T bring an action to enforce any provision of this Agreement, the

prevailing parry shall be entitled to attorneys' fees and costs to enforce such claim, If any provision of this

Agreement is found to be invalid ar unenforceable, Y agree that such provision should be deemed modified to the

extent necessary to make it enforceable. If a court ox arbitration panel declines to amend the provision to make it

enforceable, then the rerraainin.g provisions of this Agreement shall remain in fall force and effect. The terms of

this Agreement and any disputes arising out of it shall b~ governed by, and construed in accordance with, the

laws of the state in r~vhich I was last employed by Schwab, without giving effect to such state's conflict of law

principles. X agree th.a# this Agreement supplements any prior agreements I have with Schwab, all ofwhich

remain in full force and effect.

~~.HiBIT AList of family members and other relatives (identified by familial seatus) and individuals ~r entities to whom I provided


X click here to electronically i~nita! Exhibit A

EXHIBIT BCalifornia Labor Code Section 2870


any of his or her rights in an invention to his ar her employer shall not apply to an invention that the employee

developed entirely an his or her own time without using the employer's equipment, supplies, facilities, Qr trade

secret information except for those inventions that ~ith~r:

1. Relate at the time of conception or reduction to practice of the invention to the employer's business, or

actual or demonstrably anticipated research or development of the employer; or

2. Result from any work performed by the employee for the employer.

b. Ta the extent that a provision in an employment agreement purpflrts to require an employee to assign an

invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against


X click here to electronically inital Exhibit B

ESBY'~ CPre-Existing Intellectual Property Registrations:

X otick here to electronically inital Exhibit C

SignatureI represent that I am the individual indicated in the "Work Contact Information" section in the upper left hand corner

of this screen, that I accessed this screen by logging in to the Schwab network and using my unique password, and that

X have not shared ~zy password with anyone.

By clicking "I Agree" below I am creating a binding contract with Schwab, just as enforceable as if it were a


Y Agree

EXHIBIT "E"

CHARLES SCHWAB CON~YD~NTIALITY, NONSOLICITATION, ANY7 ~NTF~,LECTUAL PROPERTX

OWNERSHIP AGT~EEMENT 2010C'pNF~RMATION PAGE

Confirmation of Agreement to and Signature on CONFiI}ENTIALITY, NONSaLICITATIQN, AND INTEI,T,ECTUAL PROPERTY OWNERSHIP

AGREEMENT 2010,

This is your Confirmation of your electronic a~;ieement to the CFIAIZL~S SCHWAII CQNPIDENTIAI.ITY, NONSOLICITATTON, AND INTELLECT'ITAL

PROPETLTX OWNE4t51•I~P AGR~BMENT 2010. You may print this copy a~~d record of our agreement and retain it for your records.

To PANT dais page, simply click the PRINT BUTTON on your browser.

Employee: Douglas CastraEmployee ID: OS455Employee Logon: usldouglas.castroEmployee Emiail: [email protected] Telephone: +] (S 1G)873-3655Employee Manager: Stuart Lempert

Date of Electronic Signature: 01/IA~/2010 12:39:05 PM EST

I AIV~ ENTERING INTQ '~'H~S AGREEMENT IN CONSIDERATION Felt nny initial or continued at-will

employnnent with Charles Schwab & Co., Inc., its parent company and/or its subsidiaries, affiliates, joint venturers,

and successors (coIleetively, "Schwab"}, and the compensation and other benefits I receive from Schwab, including

my participation in bonus and incentive compensation plans for which Y am eligible. Acknowledging the receipt and

adequacy of this consideration, and intending to be legally bound, I agree as follows:

a. that I will maintain the confidentiality ofall Confidential Information anal confidential Intellectual Property, as

defined below, that I develop ar obtain while I work at Schwab;

b. that Schwab owns all Confidential Information and Tnte~lectual Property, and that Y will not assert any claim to


c, that Y wi(I not solicit or encourage Schwab's employees or Sehwab's clien#s to leave Schwab.

The scope of these obligations, and some of the possible consequences for breaching them, are described in more

detail below.

1, ~'rotection of Sehwab's Confidential Information and Xntellectual Property. While working at Sch~►~vab, Iwill develop and/or have access to Schwab's Confidential Information and/or Intellectual property, as defined an

Paragraph 2, Y acknowledge that Confidential Information and Intellectual Property is the exclusive property of

Schwab, its business partners, licensors, and/ar clients, and I agree not to assert any claim to it. Except as

permitted in Paragraph 7, T agree not to use or disclose any Confidential Xnformation and/or Intellectual Property

during or after my employment with Schwab, I understand that Schwab's policy prohibits departing employees

from taking client lists and account information.

2, 'What is Schwab Confidential Information anc~ Xntellectual Properly? "Confidential Information" is all

information learned during my employment that is not generally known to the public at the time ~t is made

known to m~. It includes, but is not limited to: "Trade Secrets" and "Deve~o~ments," as defined below; names,

addresses, phone numbers, email addresses, account numbers or financial information pertaining tv Schwab

clients; proprietary software designs and hardware configurations; proprietary technology; business methods ar

strategies; nevi product and service ideas; marketing, financial, research end sales data; information sufficient to

identify clients, vendors, or personnel; client, vendor ox personnel lists, contact, account and related information;

and all information Schwab treats or is obligated to treat as confidential, privileged, or for internal use only,

whether or not owned by Schwab. "Trade Secrets" is any information that (i) has economic value from not being

generally known to, and not being readily ascertainable through proper means by, other persons who can obtain

economic value from its use; and (ii) Schwab #akes reasonable steps to protect as secret. "Intellectual Proper"

is Schwab's copyrighted materials, trademarks, service marks, logos, patents, Trade Secrets, and other

intellectual property and proprietary rights.

3. Agreement Nat to Solfcit. While I work for Schwab and for 18 months after my employment ends, I will not

directly or indirectly solicit ox induce: (a) any Schwab clients I serviced or about whom X gained Confidential

Information (other than those listed in Exhibit A} in an attennpt to divert, transfer, or otherwise take away

business from Schwab; and/or (b) any Schwab employee or can#ingent worker to leave his or her employment or

engagement with Schwab.

4. Remor~:tl and Return of Schwab Property. I wil(not remove any Schwab property, including any Confidential

Information and/or Xntellectual Property, in original or copied form, in either electronic ox hardcopy form, excepE

as required for me to carry out my jab duties while employed by Schwab. Upon termination of my employrt~ent

r~vith Sch'vvab for any reason, my acceptance of other employment, or at Schwab's request, I will immediately

refurn to Schwab all Schwab property and documents, including but not limited to Confidential Information

and/or Intellectual Property; any Schwab-issued credit cards, security badges, keys and Secure ID tokens; and all


personal data assistants, CD-ROIv~s, DV~.}s, floppy disks, Zip drives, USB storage devices, flash drives, memory

cards, or other electronic devices ("Electronic Devices").

5. Obligation to Protect Confidential Xnformation and Intellectual Property. Y will promptly notify Schwab if I

become aware of or suspect any unauthorized use or disclosure of Confidential Information and/or Intellectual

Properky by me ar anyone else, whether intentional or accidental,

6. Schwab's Ownership of Intellectual Property "Develapmei~ts."

a. Disclosure of Developments While Employed by Schwab. 7 will promptly disclose in confdence to

Schwab all inventions, improvements, designs, original works of authorship, and processes, including but

not limited to all computer software programs and databases, r~vhether ox not protected or capable a~

protection under intellectual property or other laws, as well as cal works based upon, derived from,

reduced from, collecting, containing or making use of any of the foregoing or of any other Confidential

Information or Intellectual Property of Schwab (collectively, "Developments"} that Y create, make,

conceive, implement, or first reduce to practice, either alone or with others, while Y am employed b~

Schwab, and: (a} result from any work I perform for Schwab, whether or not in the normal course of my

employment or during normal business hours; (b) reasonably relate to the actual or anticipated business,

research or development of Schwab; or (c) are developed witk~ the use of Schwab resources, facilities,

Confidential Information and/or Intellectual Property.

b.~ielp ia~ Con~rm~ng flwr~exshxp. I must promptly disclose Developments to Schwab whether or not the

Developments are patentable, cop~rightable, or protectable as Trade Secrets. i agree all Developments

will be the exclusive property of Schwab, and T irrevocably assign to Schwab all rights, title, and interest I

may have or acquire in and to the Developments and the right to secare registrations, renewals, reissues,

and extensions in the Developments. X will sign any documents and do all things necessary, whether

daring my employment or after, to assist Schwab to register, perfect, maintain and enforce Schwab's rights

in any Developments, without any additional compensation. If I fail or refuse for any reason to sign any

document Schwab requires to perfect its ownership of the Developments, i appoint Schwab as my

attorne~~in-fact (this appointment to be irrevocable and io be a povv~r coupled with an interest) to act on

my behalf and to execute all such documents.

c. State Lar~vs Relating to Ov~vnership of Developments. I understand if I am or becom$ a California

resident while employed by Schwab, then this paragraph f will not apply to any Developments which

filly qualify under Section 2870 of the California Labor Code, attached as Exhibit B to this Agreement.

To the extent other similar laws may apply to residents of other states, the terms of Paragraph 6 shall be

limited so(el~+ to the extent provided by the applicable laws of such states.

d.Pre -Existing I~ntelleetual Property. To the extent I have any pre-existing patent, trademark, or copyright

registrations, T have listed theirs in Exhibit C, X understand Schwab does not want to use any other person's

intellectual property unlawfully. I agree to indemnify and hold Schwab harmless against any liability, and

pay and loss or expense Schwab incurs, arising out of any claim that I misappropriated ar infringed

proprietary rights of a former enr►ployer or any other third party.

7. Permissible Disclos~rre of Confidential Information and/or Intellectual Property. Y can only use or disclose

Confidential Information andlor Intellectual Property to the extent: (a) necessary to perForm m~ job duties at

Schw~6; (b} 1 receive advance written permission from an authorized executive officer of Schwab; {e) I am

legalty compelled by subpoena or other legal praeess to disclose the Confidential Information and/or Intellectual

Property, subject to the procedures in Paragraph 9; or (d) disclosure is sought by a government entity, regulatory

agency, or self regulAtory organization, subject to the procedures in Paragraph 9.

8. Questions About Confidential Ynformation and/or Intellectual Property. If I am unsure whether information

is Confidential Information and/or Intellecfi.ial Property, I wil! treat it as Confidential Ynformatian andlor

Intellectual Property unless X reeeir~e advance written permission from an authorized senior or executive officer

of Schwab.

9. Subpoenas and Other Legal Requests for Disclosure. I will give Schwab prompt notice in writing before

disciflsing any Confidential Information and/or Intellectual Property under Paragraph 7 subsections (c) and (d).

Zf Schwab does not obtain an order preventing the disclosure, I agree to disclose only that Confidential

Information and/or Intellectual Property that I am legally compelled to disclose and to exercise reasonable

efforts tp ensure that the Confidential Xnfartnation and/ar IntellectuaI Property will be treated confidentially.

10. Dfscovery and In~~rnct'r~ve Relief. In the event I'violate, or Schwab reasonably believes I am about to violate,

this Agreement, I agree Schwab is entitled to injunctive relief to prevent the violations) and/or preserve the

status quo. I agree that in any proceeding alleging breach of this Agreement, eaoh party shall have the right to

engage in deposition and docurt~ent discovery, and Schr~vab shall have the right to conduct forensic examination

(s) of Electronic Devices in my possession or control, if Schwab reasonably believes such devices contain

Con.~dential Zn#'armation and/or Intellectual Property. I further agree that in connection with any application far

injunctive relief, discovery shad be conducted on an expedited basis. If any dispute under this Agreement is

arbitrable, then I understand my agreement to engage in discovery as outlined in this paragraph is an essential

term o~my arbitration agreement with Schwab, and these provisions are intended to supplement and modify any

applicable arbitration rules.

11. Liquidated Damages. If I solicit clients or employees in violation of Paragraph 3, and/or use or disclose

Gonfidential Information relating to clients and/or their accounts in violation of Paragraph 1, T understand

Schwab will sufFer damages that may be difficult to quantify at the time of the violation, including, but not

limited to: costs associated with investigating, monitoring, or remedying the misuse of Confidential Information;

costs associated r~vith maintaining, restoring or repairing Schr~vab's relationship with clients; revenue lost from

client assets transferred frorxa Schwab or dzverted from Schwab's retail business to an investment advisory firm;

revenue lost from client reduc#ions in use of Schwab services; costs associated with replacing employees,

including recruiting, hiring and training replacement employees, and lost productivity. Therefore, I agree to pay

Schwab the following liquidated damages: (a) four percent (A%) of any client assets transferred from Schwab or

diverted from Schwab's retail business to an investment advisory firm, including but not limited to one using

Schwab as custodian of its clients' accounts, for any client r~vho r~vas solicited and/or where Confidential

Information was used ox disclosed; and/or, (b) seventy-five percent (7'S%) of the most recent full year's total

annual compensation paid by Schwab to each employee solicited or induced to heave his or her employment. I

agree that these formulas represent reasonable estimates of the compensatory damages that Schwab will incur as

a result afviolatians of par~.graph 3 and/or Paragraph 1 relating to clients and/or their accounts, and are not a

penalTy. These liquidated damages are in addition to any other non-compensatory relief that Schwab may be

entitled to, including but not limited to injunctive relief and/or pctnitive damages.

t2. ~eneraM Provisions. X agree that if Schwab or I bring an action to enforce any provision of this Agreement, the

prevailing party shall be entitled to attorneys' fees and casts to enforce such claim. If any provision of this

Agreement is found to be invalid or unenforceable, I agree that such provision should b~ deemed modified to the

extent necessary to make it enforceable. If a court or arbitration pane[ declines to amend the provision to make it

enforceable, then the remaining provisions of this Agreement shall remain in full force and effect. The terms of

this Agreement and any disputes arising out of it shall be governed by, and construed in accordance with, the

laws of the state in which I was last employed by Schwab, without giving effect to such state's cflnflict of law

principles. I agree that this Agreement supplements and prior agreements I ktave with Schwab, all of which

remain in full force and effect,

EXHIBIT A~,ist of family members and other relatives (identified by familial stat~,~s} and individuals or entities to

whom Y provided


X click here to electronically inital E~ibit A

EXHIBIT SCalifornia Labor Code Section 2870


any of his ox her rights in an invention to his or her employer sha11 not apply to an invention that the employee

developed entirely an his or her own time r~vithout using the employer's equipment, supplies, facilities, or trade


1. Relate at the time of conception or reduction to practice of the invention to the employer's busitaess, ar

actual ar demonstrably anticipated research or development of the employer; ar

2. Result from any work performed by the employee for the employer.


invention otherr~vise excluded from being required to be assigned under subdivision (a}, the provision is against

the public policy ofthis state and is unenforceable.

X click here to electronically inital E~ibit B

EXHIBIT CPre-Existing Intellectual Property Registrations:

~ click here to eIectranically inital Exhibit C

SignatureY represent that I am the individual indicated in the "'t~Vork Contact Ynformation" section in the up

per left hand corner

of this screen, that I accessed this screen by logging in to the Schwab network and using my unique password, and that

I have not shared my password ~vith anyone.

By clicking "I Agres" below I am creating a binding contract with Schwab, just as enforceable as if it were a


I Agree

EXHIBIT "F"

A , VNiFpRiV1 APPI.IQ►~~lON ~OFi SECUFiIT1~E5~iNDUSTf~Y R~GiS7RA71"~V~R 7RAIVS~EFt ~~p,q~T~D01. 10 ~ ~.4 / 9 3

!r there is en ame: :nf !o this page, campfefe only hems 1, 2, 3, 4 end . : rs being amended.

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,~, N/A ~ CHARLES SCHWAS & CO. , INC. p~"OYµENT 14/11/93

QB pIRtA MAIN AgAAES5 STREET CITY 57ATE Z1P

ZO1 MONTGOMERY STREET SAN FRANC7SC0 CA 94104

B►tAT1CH I,D. + OFFICE OF EMPLOYM{N7 ADpR£SS SirsEET C17Y STATE 2~P

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(71 tovnd you to h~va made a tdse statement m omission? . . ............ . .......... . .......... . . ..... . . . .. . . . .. . ........ . . .. .. , .. .

(21 IouM you to i+ave bean InvGvud to a vida~ia~ of Invsstm~~t•relare~ repula~ions or ~ta[utesT ....... . ........... . ... . . ....... ... ... .. .. , .

131 found you so have been a cause of ~n invsscm~m•related busiMes IuvinQ Its wthotix~tkn to do butiri~so denied, su~pond~d~ nvoke3, or ~anictod7 • • , , • • • . ,

~ ~ ,

~ l4i inter«! ~n order denY+M. eVSpontlinq or reVOfcinq your rpl~trsvon or diociplin~d you 6y raskictin9 Yaur activit~est ............ . . . . . . . . ...... . .

... . ... . ...

j X51 imposed s civil mousy p~~Nty Cn You, a wdared you to coa~~ ~ desist from any activity? ..... . .... . .... . ... . . .......

... . ~ ................... .

DAY v ~o'~qnM+tau ~c t+w+ton _HMY:ii~ii

E. Has any o~h~r F~dKa1 r~qul~rory +9~ney at any teaU roqulotory apenry n foraipn tinartaal raqulalory authonty ~wr;

I `'y~U

~ ~I

I11 ~amd you to have made a false slat~mM1 or omission or bsan difhona[, untNr er un~U++ealT . .......... . ............... .. ~JC ~ ~ Uzi

{ {21 sound you to have 6aen invdvtd V~ ~ videlion of inveatmegt repul~iion7 a stetut~fl .... ... , .. .. . .

~ 3'

f31 found you to have haen a case a1 an yw~ttrrHnt•nleud huunes: having its ~uthoi~xatbn to do quP~+ota d~ni~d, wtpantlaq, ~avok~e, or r~owct~et

• • • • • • •.. • ~ ~— ~r !~4~-~~ I

~

,.i , .

{41 a~ta+ed an order npainst you in ernnfaion w,th inveetment~~e~a[rs aeiwiry7

~—

' ~5~ daiu~tl, svagi~+dW, a revoked ycw registuuon « Gcm~~ a oihenws~ provented you lrom eseoeiadnp wreh an inveeunenareta~od buunsss, or disucim~d yoN

by ro~enednv

~ iy-~

1 ~I '

~E

Veur seeiv;ii~s7... .... . .. .. ..... • _ .. ..

...18

(B) •evoked ar ~uep~ndaa your Meense as en atto•ney, aecountanl o~ taca~d contratiw~ , ... .. I~ to

t

f. Has my sal(-fepulatary orQsnaetio~ or toMmOdrtiu exchanga:

found lelea

~ r

: ~ ~ ~ 7

{11 you to hev~ made a t~a[Vn~nt or amithMl ........... . ............ ...................... ........ .... .... , ... ~ ... n

16{

~I ~ ~~~(3~ 1ou~tl you t0 h~vt b1~n thY cAUS~ of an snvestmonc•relalad tus+nass hOVi~p itf OuthWization

Te d0•busut0is domed, suecended, revoked ar rastncletl? ~

s y ~ or sucpMd;nq you from mun6o~ehlp, ~n:-mp or w■pendinp ynw naeouaiien w~fh its memb+~a, or rontncu•p your ~cuwfisst

143 disc~plinetl you 6 expalli~I ~► 20

1 ~ I ZI

G. Hif My laroiyn gorunmant ever ents•ad en Order aQaiflSS y0U r0lat~d tO tnvaotmMts a fta.,d, o~h~r shah as nportad ui H~m~ 47A, 8, C. a ET .. .. . , , • . .

H. Hsvp yov wary ban ~ha suhjoat ai an invas~m+ni•~datad, con~umn•mit~eeW comphiet or prx~edfnq tAat:

(l) dl~pw cwnpenaatory domaye~ of 110,000 or mope, iroud, or w•pngful tAkinq of properly? . ......... . ..

~

~ '

~

~~'

121 was satttvd cr q~c3~ad against you ta+ 55,000 or more. O! ~OU~tl NlUd pr the vttOnQlUi lIIkv)g Of (XOpOr ttY ~ ~ ~~~

I, iUr you nqw the sut~sct of any complans, inwcti~alion, or prycaod+n^, that could rritdt in i °yes" answor to puts A-W of lnis item? . '"

J. H~a o bonding compsrry doniod, paid out on, a rwak~d a bond 1w you)' ~ ~b

K, po you have any uneaeislied judgments or Gang epein7t y0u7~ ; ~ a

L Have you or a tiim tba~ you axoich~d monopsmcnc or policy control Door, ar cwnri 7096 cr ,are of the c~curi~i~s of, failed in 6ucints~, medp e comprarv~~ w~[h

_~~

a~d~ory. filed a bankruptey D~tiuen or bsen daciusd benkeupti ... .. , . ~ ........ ~ .. ~ . ........ . . ... . ~ ~ , , ~ ... , ................. ~j 2~

M. Hss a brek~r a d~~1ar Grm chat you ~xaeiaed mAnagortunt or poGry eonerd ovu, or vwnW 1096 a ena~ of the ~oaur7uai of, been dsde•~d bbtk~upt, had a

i vw~es eppo~~[ed under cha Sacuritio: Inu~~tor P~oteclion Aet, or hstl a direct payment proosdure irwtietsdt ............... .. ... ........

~

~ ~ ~ ZBI

~ N. Have you b~~ ditehaped or peimitt~d to r~siyn WcAUt~ you ward accused oft

s

~

x 78~1► walounp investmmtaalated stnwees, requla~ions, rules, ar ndus~ry standards of cautuct~ , ,

i~~I

i211rautlortbe wronp[ultakirW ofproDatY~ ................. ............. ~ ,...... .... .~.......~....,.........,....... ....... ❑ '_.!

13~ Idluia to iuPNrv~s~ m conn~ct~on v~nth imv~~tment•relat~d stalut~s. r~dulalions. rute~ w rxlua/ry ~sandad~ of conduct? ................................... ❑ ~ 31

You [n~Y on1') i~M1tY to 11w auvrany and tompfetriass o! the v5~doawe in[amndon in your file if it has Iwr~ fu0y provided in DHP fn~mot. !E DAP'(al rra cwt Qn fJn, dq nM utawpr these

CNUfic~dp~ bwcee. provide h~tl deta&a o7 all n~etten on DRP(e~. AU apprapriata quutan~ ~ aem 22 moat he on+waed, regormas~ of whaha Q~+ artifia[i~n I~ bang ualucd. Rottr

to Cho im►n~ctions on tn~ 1ntiJ~ cover of the Fame u-4 tat addrti~N infamat'wn at the u[ilixati«t of the eatiRastion lanpwpe.

0. I hpve rsquest~d a wpy ofmy disdowra fd~ takon lro+n 1. I hev~ no rervv udormadon to add to my distlosur~ fep .. , . 1, ~ 92 ~

the CRD system., I ecknawledpo that dl mlormetio~eootoinad thersin is IuIly diqctpseC, accwate +~d in DR? Z. 1 have nsw sdarmeUOn t4 add to my di5tlosuro !d~ Which .a fepmiM on the ettach~d [7ftPIs1 . , .... ..

. 2. ~ 35 j

tamnt. 1 further ~~rtity ih~ toltowinp:3, I have updated ~nforrretion, reported an the e~tached DRP1s), which war pnY<austy npvr

ted . , . .... 3, ~ 3~ j

and conlax~~d in Occurronca ~

The app4cent and approp~ut~ Ngn~tory ins DOfS NOY hew to b~ comWu~d T

UN1F'SS Ipis pagn ~s 1Hmq wbmittan as an am~ndmtnt. ~ L—

rv,~op~,q~„p{~~ Y Y F '""DQL~G~' CASTRO ~ ~

nl~JdE D~ >PYICU~I _ __ ,.~

1lONiN Y Y A Uf[ W AH'Hd'WIE tlg17~1QNf

TM~r~~ CRO U5E ONLY1 F GSW~~PN/•

_ ~ _ UNIFORM APPLICATION FOR SECUR171E5 INt7USTRY AEGtSTRAT40N OR TAANSFEFi

amended.

1. i swear or attum that I Neva road and understand iht items and instru~tion5 on this form and that my pnswc~, I~nc

~udinp altaC~++nemsl aye true and com•

plate io the best of my knowledge. I understand Ihat t am svb3~Ct io edministr~tive, civA or

cnmuwl pcnaluas d I Hive false o~ mis~catlmg nn~wers.

2 I apply for ~eg~stratwn wnh INe ~urisdic~i6ns and vrgpni,etions indicated in Item 10 as may ba Tme

nde4 <<om time to hme aid. in consideration of she

~u~~sdici~ons end organiaalion6 iece~vmg and oonsidou~~p my apblication, t submit to the au~hpnty

of tfie ~ur~sd~elron5 and O~gami~;~ons and ag~ea to came•

ly with i~~ provisions, candetwns and eove~ants of the statutes, const~tut~ons, eurtilicales of ~nCa~para~~o

n. hy•laws and rubs and regula+rons of the lu~~sdreums

aid arganizauons as they aie or rr+ay be advp~ed, or amended from Iime EO Iime. I funhe~ agree io be

sub~acl ~o and cnn,pty w+th all +equ~rements, rulmgt',

orders. direetwes and decisions o!, and penalties, o~ohib~tans and limitations imposed by the ju~isd~ctions and

orgnnitanons, sublect to r~gh~ of appeal

or raview as provided by few.

3. I agrot this neither the jui~sdi~~ions of o~gani~p~ions nor any aerson oCling an tha~~ bChalf sha11 bo ~lablr

to me rdr x~ion taken o~ omitted to be taken

in otticial Capacity o~ in the scope of emptoyme~t, except aE othetwiss provided in the statutes. constitutions. t

ertilicates o! mcoiporation, bylaws o:

thr rules and regulations of she jurisdictions o~d organ3xaii~ns.

4, i authorize the jurisdictions anrS organiiation5 to give any information they nay hake Conterni~g me so any Cmploye~

or p~9spCCtwe employer, any fpdern~,

slate o1 munlCipai agency, or any other organlzat~on and I releast the ju~~sdictioni and organixat~ons and any prr=o~

acting on their behalf from any and

all iiab~lity of whatever nature bV season pf lurn~shing such information.

5. I agree tp a~bltrate any dispute. C1a~m pr controversy that rttay arise between me and my firm, ar t Customer. o~ an

y o[he~ person, ~~at is ieau~~ed so

be a*bitraled under she rubes, constitutions, or by-tgws of the oryan~zations indicated in Item 10 as may be amended

liom e~me t0 time and that anY arb~trB•

tion award rander<d against me may be entered as a judgement in any cour[ OI Competrnt jurisdiction.

6, Fa+ she purpose of complying with the laws rei0ting to the offer o~ sale of securiSies or commodities m tht ju~~sd~ctians indicated

.n Item 10 as maV be

amended from rime ~o t+me, ~ irrevocably aavoint she administrator a! sash o~ those jurisdic~ioas. O~ Sttch Othet person deSigna~ed

by 13w, and the suc~

cessors m sueh o(fiee, my attorney upon wham may be served any notice, process or pleading in any action o~ p~oceed,ng aga~~st me

a~~sinq out o~

or in eonnect~o~ with the oiler o~ sale o} secunl+es or commbd~~its. or out vt the v1DEatian of alleged violation p1 the laws of the ~unsd~Ct~On

s. I Consent

than env such avian or proceeding aga~~s~ me may bs commented in any court of campe~en~ jur~sd~ct~on and a~ope~ venue by serv

ice of process vaan

the acgP~ntee as it i were a reai~enl ol, ind hAd been lawfully served with process in, the junsd«f~On, I rrqulSt thp~ a cOAY Q~ any

notiG2. ptOCe55 0~

ptead~ng sewed hereunder be matted to mV current res~dentiai address as reflected in this form or any amQndmenl Iheoeta.

7. I consent Shat natice of any invesugat+nn or proceeding by any salt-regu~atory prganixation against app~~cant mar' be given by perzon~l se•vice o! by

regular.

reyistared o~ certftied mail or confumed telegram to apabcint at hisfierrnasf ~etent business or home address as relleeted ~n this Fo•m

U-4, or any amend•

meat thereto, or by waving notice of the mvest~gatio~ ar praceed~9 at such adtlrass.

S. I author~Ze all vt my employers and any other person tp fu+~ish to anY jurisdiction or orgarniation pr any agent acting on ~t5 p0ha11, BnY

inEo~mat~On SAtS'

have, incluaing my creditworthiness. character, ab~lity, bUSinPfi aGGNt~cS, eduoei~o~al background. general teautahon, h~~tory o~ my employmtnT antl,

in iho case of former CmploYe~s, Complete +easons for my termination. Moreover, 1 feIB050 ObCh ~rt10f0yflr, (O+TB~ 8rt~p~Dyei and each ether petSO

n from

any and all liability, of whatever nature. by reason o1 furnishing any o! Cho above information, inClUd~ng that ~nl0rmati0n tepon8d on the Urn~orm Te~m

in~•

lion Noun for Securities ~~dus~ry Registrauan (Form U•51, f reeognlze that I maY ba the subyect of an mvesugaUve consumer repot o~derEd by the jar~sCic•

ti0n5, ar Or9dni2tlion5 wlih which [his appfiCation is being filed, and waive any reduirernent at nol~lecauon with respCC~ to any

invest~gal~ve consumer

report ordered by any such jur~sd~etion or orparntat~nn. I understand That I have the riglt~ to request complete and accurate d~5tlosure by the ju«sd~ction

or o*gan~2a~ron of she aa~ure end scow of fro reouesied invesiigat~ve consumer repon.

Q, I u~de~Stand and Cetti(y Thal Ih~ r8p~969aIdt+GnS in this form apply to 011 gmployets with whpm 1 s~2k i0p~si~auon ax indicated in flame

4 and B of ih~s

form, t agree to update this corm by causing an amendment So be filed on a timely basis whenever changes occur tp answers p~ev~ousty ~eRO~ted. Further.

represent that, to the extertl any ~~tp~mation pie~iqus~Y supmitiCd ~s not amended, the inlormntion rrov~ded ~n 11~~s io~m ~s t~~remly aceurate and campicte.

~0, Ii I have become temporarily reg~steied as an agent, I acknowledge fh~t this epplfcation tai registiiauon with the ~uusdierrons and o~ganizeoons indicated

in Item 1p ~s separate and d~stmct from any lemporery reB~stration a~sedy obtained wUh the jurisd~[uons and o~ganitatipns. ~ ~u~~he~ u~de~stand that

my repis~retion may be denied, suspended o+ revoked under the taws. regulanvns or rules of the ~ur+sdictions and o~q~n~za~~ons.

Month Day Yeas SIGNATURE OF~APP~fCANT

tom' L_' ~ ••,~

TYpB OR PRINT NnME OF APO~,iCANT

To the best of my knpwtedge red belief. the epoiiCant is ew~encly bonded where required, and, at the time of approval, w•i11 bg lami~iar wltn the sta~uSefsl, co~st~ru•

tio~lsl, rules and bylaws of she agency, jurisdiction ar sett-eegulatory orga~I:ation with which this appl~cat~on is being lied. and one curse gaYe~n~ng •e9.sie~e~

persons, and wi11 be t~qy qual}tied for the position for which applieation is hCing made heitin. l agree that, no w>thsta~ding the approval of such agency. ~u•~sd~e~ion

or organization whic?: horeby is reques~ed, 1 will not employ the ep~l'kant in the CaR~tity St01ed hCre+n w+ihout f+rst receiving the ap~•Ov2) Ot any avthOr~tV wh~:h

may be regv~red by I~w. This ~Frm has eortmunicated with ~tl of the appli~ynt's previous emplaYg~s for the past three ysa~s,

£RiPEOYEpFQS171pN QF EA'P1,OYEU HOV• CON'nC'E~

NAME OF PERSQN CQh7ACfEp pEp50N ~pNYAGTEp I FAORt 70 r..p~,i ,f•~S• ~+•n. e:.

(~~rrr~L.. ~ cc~ - 4'~soaN~+-- p~r~ . ~ ~ f 9 3 g~9 3 ~ X ~

ZEUS S~U~-r,'~s PG12SotJti1~'L i~'~; 3 93 ~f'13 I 11

c7. U~C~~x. Y F~ Gc, . P~T2.Sa{.J 1J~._._ ~'"r ~' ~92 39.3 ( x ~

IN AUU~11UiY, I HAVE TAKEN APPROPRIATE STEPS 7d VEI~I~Y 7HE AGCUAACY ANQ COMPLETEiJESS OF T}iE INFORMATIDN CONTAINED IN AND

WITH THIS APPLICATION.

THE APAROPRtATE SIGNATORY AhEA bfu57 8F COMPLETED ON All INITIAL,TRANSFER 4R AM~NUMENT FILINGS

GC i 1 ~ 19~~ ~._., ~ n

--'2l 1. •~E-t,.... ~~1 t ~>t~,.~MONrk pAY YEAR StGNAtURE OF APPRO~'~~ATE StGkAT01~Y

Tvv~ OR PRItt7 NAME Of AaaRpPR~aTE SrGNA7dgY

GAp U5E ONLY

R~~. form U•' I~ ~.9~~ PAf,~E d ~'~ FAX Ott MAIL *~

EXH I ~ IT "G"

Corporate Oversig~:t Page 1.06

--_ ~^-~,~~~~Fy~~ ~ VNhAoPegQU LeatF.int °i!~ T~~ Find 1~ ̀' ~#!~.it~` ~. . __.... C L.

1212017410 SCHW 16.TJ ~,,.> MyLMks ~ NR d EmpJoyae 5ervkes i 4rganirefrons ~ Gommunilha j t'rpin~trQ t Wakplaty ~ ~'artem~! Srtvs ................ .... ....,

CORPORA 7"~' OVERSIGHT ~S"`" ~""'~° ~ ~ '~ ~~ ~

tia,~ comora~e o,~rgni c000 a a,~x,~t rno cnnnas scnwar, c~aorason coda ora~~~ee conuua arw Ea,~cst PN'A i A A fi

x°~„ Code of CoridUCfComposnw manual

Compllence Bul4auns

C~ of eanauct I

Cwnmunicatbr~a wlth moPublic

C-rnployaa Trading ~

'Frad'vg SCH W Stock

fti7s1fiU9d Lisl

Trading Window3181ue

Empbyee oisuosuro pnGr~

InvesunantAdvmorGompnnncs art~ram

Repisuotbn

Fraud i

RrrlNNanoy Leundonbp

OFAC

Prtvaay

Lepat193uos

Uglslertvp artd f~ogn(AtvryAffa(rs

Corpororo Serurtty

EmargonayAiocedurna ,

THE CNAfi!-ES SCN4YRB CORPOfv477QN CODF QF 8ilSlN~SScohcucz.tntrouuctlarr

Ethical 9~7avior oral CQ,aet_Comnliar~co .

.~ICL~+l.~~xkttComcliancs ~yJl~r vs. Rte, Rggulelbn @mss Pol'xtes~ormoau@~nyga for Fnlfura to Comp)y„gr~+1 AocoAinn Certain Conduct

Cattfliel5 of IMeresl

pry or I Qreiry .

,C41RS~'~-4ARa~1+~SE2af~{de IMormntinn

Quleide Emolovment and Oulskle AcINJ1e3

S~s'r4lfs.D~Ats~biR3f~~ylal Interost ar O+may~lp in Odra Bvainussas

l~'i'4QLa ce of 4iRa or ~rAert~hmoQt

ce{~j~c[gntloNty aftnlwmarton

~onfdnrnielAv of CIieQ~ IrYttmalion

privnry

pro~,pi~,y~ormetio pf ~~~a pnnr

~ledL~and.u~e.4! ~.~r~+~1' assays

n p(oyman~practicas

2aua1 Emolovment O~prtur~ y and Prevanllnq~~`a<Smert and Qsaknfnalron

~ H ~1~.8[~58L@bCQp~os AteoFtol~Fraa Wnrkphta+

Hon-RelaYa~{pp

8USln ~, P~ facflaAs

E1C~IIcgl Daclasura

ro~duct of A~~l~

${,gQ(d-KonoiM

Comnallllon. ~~j(,.pApll~lgProhibition of Br~ar,~nnri Kckiwcks

@RFY I.aunderina

U S. Emharaoaa

VendorManaoemerit

puElic glatlona

Compllerfco Ro oNn~___, a P/000d_,uraa

Snekinn Guicknte

ftRi~lSkl9~duc~ua+tmS.Y ae rn vialau«, a~iho coda

Addiinhol Rosponsibl~ilia~

~~JyCfs ~th0 Coda

!Rtl~Dd!lCUOd

i 'Rie Charles Sdiweb Corporation Sa eommitiea to the highest standeMS of elhieef canduG, This Code of Business ConcWctand Ewics {~Cade'J applies to your scrvica as a drodw, WGcet or efnpbyee of'Tiw ChaAes Schwab Coryotalb~ 4rx1 its

~ aubsfNarka ants aiGictos (11w 'mmpony). TY~ Cado oupinos ethical cond~c! fn eeverel key areas;i

EUi~ce1 bet~*vbr and legal compllerxo

Caniliclso(inleraat

~ Cortfidenti8lity of f~fortmtlon

Corpozate Oversight

EmpbymeN proclf~s

Business practiros

Cotnpf~ce aM1d rupottlr~g

4Yhila tFw Cade auUines key areas o! elhtoaf ornxiuca, more dotfu7ed iMom~atbn fa oel tank t2voughouf tho Cha~(es SchwabCompliance Minmial, pp4Wec end prxodures for individual busina~s units, and poQdas wdh which you muei comply as noond~lion ofyour emptoym•nf wish ttw company (caltcct(voly referted w aa'enmpogy policles'~. You aro respgvibk faravfa~vrlg llto Cod9 arxt company policies itio! apply to you and your businaaa unN and ara o~poclod Io ac1 In compltaneewith the Code end cunpany pollctas fn your deliy Ytl'niU~e. You are also requied to roport prompfy eny violetiona of proCode of which you become aware. You can be subject to tlisUpfina up 10 and 3nclud'utig tarmhslfon of omptoymenl Kyovviolotd Yea Code a f~R to report viomuan That come w yra,r altenUon.

• 6acausa Nw Code does not address every ~ocaiblo sNuatlon shut moy ~iBB, you are mspo~smte for axarciainp good(udgmnnt, eppyi~g Othicel principle, and ralshg questans when in doubt

~Gj{, jQ too 1

EdNke76ahavlorand LagalComp►lenaaThe bust wa a~rn from bur ctiontm and wmmuntpb fn which we opamte depends on ur taputation fa irnogri~ and obey(ng!ho Inw,

Eltrkgl 8+ohavJorYvtx dootsions and bottavipr hive far reechinp implications: re11ed(ng on your ind'nfduel oretl~bilAy, the Schwab brand, Andthe firenoel aervk¢s tntlusny ae a vrhola, A strong poraonal canes of elhks should atrvays ploy o slgnilkent rope h p~td(npyou lowardi o prapar course of ngton. Youf condud should roETect poeAivety on Ian company,

The appaa~anC& of tmproprioty can be as hnnnful to the oom~rry's fBpUk~~Ort 85 i71PtO~Pl C011dUCL IIyDU MsVe 9Ue1~iWISeboul whelhe~ cMein adfons ere improper, awxi ro~lact Eneppru7~rtutoy on ynursoNor Ihn company, you ahouW sacky~uldanca, fapowtnp heteumb~ fran a auparvisa, ipnorinp improperwntlud, ar feting to Beek guhlsnce when in doubt wiArat felieve you of your rosponsib9fy to boitavv olhic:~y,

Compltenea WIUt Lrwa, Rules, Repufetlons and PollclvsThs company's businos! ib suhjeci to vxriouf ldws, rows and rayulallons, including seainl3ss, banktnp, and vthar fadara4Mdo and 1vca1 le~ra Rtlhauph you ary not expotted W fcnow the eafal~a aJ lhs myriad of laws g~woming our tHwinesa, youera axpeded b be familiar with ontl comply wifli policies erd procetlura¢ Uat apply to your busfnora lKiit sntl comA~ete any~uiretl tr,~tnhg hot apples to you (e.p., trehTn9 repard'mp privacy ar antl~rnoney Isundaring~. When in doutit aboutapplkabie taws or regulations, seek edvke from ;uporvkors, !Iw Ofboe of COtporata Cotxuol, the Compllanco f)ep6gmerHcr a~at BppNptiaro poraaueel.

CortsagelN+COS fa Fe(ttm? to CorAp~y w7d RopoYdMg Codaln ConductIF you know of, or reasonably baCavo Igera i5, a v~oWtion d VtiS Cotle. you must report Ihal iMormallan Immediately to theCarporute Reaponaibitiry OHker or Uw Ombudspaiaon. Yau should not vondud proliminary tnvastigattona, unteeaau0wrizad b do sa try IhQ Gompllanca U~irlmanL Myano who in pnod tdth ntses en bsue re~arding b possble riolotbnof taw, rogulatfon or company policy a any auspeetvd iilepaf or vwlhical beheviurrrW 6o pratectod from remllaHon, 3t youhave violated the Cods, howawr, maklnp a sport Will not pmtac! you Bo~u the consequoncoa of your ectia~a. Yw can beeubjaCt 10 disaiplino up 10 and including ierml~et{on of smpioymant H you viaWte the Cone orteil W foporl vlWetlon~ thatCoaw to your uttenign.

~adc.b MP

Condkt~ o)le7taoatYou must not ongaQ9 in oubkiv butMoee M oUwr' atlivilfos Iha! would tmarfere with ywr fndopendonf oxerc3se of goodJud(~ment in CdftyirW aul tho busllfess affairs ai the COITip3fiy. A "canRlct al Intetesl' ocetua w?ufn yOUf pfiv~la InNrestIntortorvs in arty way — ar even appgara Io hwarfero with tho intorosta o! Uw comperry. You have a duty to ropat anYmalarial KenescGon or relatlonship 1hd reaenrr~bly could be expeCtad to u6ste a conlll~t of interest wiri (hu company. Ityw have any quebUone rcperdin8 what mlgM constitula a canibct of Intersat, a to roport any ttansxtfon or rotationship Ihetyou beBeve has oaurccd ar may ocar [hs~ might contSihrle a coMict alintems~, mntan the CMpav~ce ReaportaibiGiyOf!~oer ar the Ombudspecsan.

Duty of LoyallyYour employmantwRh iKe axnpeny must bo your primary buatne&s 8Rtp0i81ien arxi takopreceJanee over nrry athorYmpIOyMOrtt w business a~ilistion you may have. You may not hold any pautUon, vfidNnr paid Cf unpaid, wllh uiy olhe~aganizatfon, whnthor forixoGt or chanlabl9, that world put you fn competition wM Ma company or wnitst wiU~ theperformonep pi yourtluliea at we company. YOU ahouki nal dizCuss the eRel~s of the oomparry wllh anyone (includhp lampym~mbe~e) unless Ihnra fs a logttlmale hus'x~est mason for that person to know.

Cvrporeta t7pporturrldwA'corporatn apporlunily is e buslnass oppOctunity that comes io y0u~ aitMlian beCaure of your aonnecttai with 1hBcUmpany. Examples hclude sHuatlons in wFwcY~ a buainees opporiunilyy has been ofWrod lu itn rn+npRny; lha company hasbeen pursuing a busngu opjwKunity; the a~mpairy'a tutxis, laeillUes, or porootuiel have been uaad in rxxsung e businessopportunay; or {he oppuhmity invoNos irweslmen! in an rsaal or a haainau Ihef would 6e ndvantagQOU~ to the cnmporryhhuo~+ess. Empbyoas. oifeors and eLreators are prohibited from taking advunieBe of aaporate opporiuiiCba for ll,emaotveepetsonoty, unless tliey have prosentad the opporhinily Id Iha company and Iha company lras decllrwrf Oro apport~nlry. Youmay nW use cvmpa~ry proporty, tnformalion a poslikn for improper personal galr, and you may not vomAe~ew?h fhetympany dlrootly or indkedly,

Msldv IeforrnaUonIt Is unt~w(u[ to trade In the axurRiea of any eomparry on iha bials of metatiai ~wnpubio Sor In~kta) In(ormalbn of totlltxbse eueh ~formelbn to olhera who may protlt Nom It Oanaraly, mauxial informauan la arty information tlwt an fnvesWrwOUkf ikOty Consider lmpoHant in daolding whother to bv~, ceU or Ftold aecudUes a U,at cwld affoct Uw markal price oT ih9aecuriUea. Bxamplos include a~ival w' eeGmatetl fmanctal resuib a chengo 1~ d{vidends; aipn'rfiCar~t d'ias ar producteevafopmonts; posable me~pers; acquls~lore or dvaautures; major chengse in bueness suateo~es; ds~aln~ a Iasinga3gniC~eani emtracts; x~d Qtt~ealened major tk~elton a misted dovafopmonts, Yw arc prohib'~ted kom discwshg insidek~formetion fo anyone eHCept Utoae wtw have a need to know k in order to fuYtlt their respomb7ilias Io the company and In

Wage 2 0£ 6

Corporate Qversight

8aordanoe wile company policy. Ya are elao required to take ales to proleq the conrtderrlallty of Inskfe Intarmatbn. It

you here a reoaive nramation sna are ugsvre wheUxr it n witha~ the dvfinitbn or yuside tnrnrmotian or whether R~ reloa+o

m~M be co~wary tp u Ifduoiary a other obligation, cantaa•t1~e OflM.e of Cwporalo Cvunsvl ixiar to dtscloainy any such

informaliort. You aho~d slap coruuN the inside infarrnotion aectianat the CompliArlca Manual, whiolt p~ovfdce adrritfonni

intormaibn about praleciin9 tho aanildor~tla6ty of hslde infannalbn,

dutaldo LmpMymeot and Othor tlWslde Ac W/iJea' Wflcere snd employaw may not engage H outeWe omp~oymem or other avtsida aUiriry that carHlicCe or

ouwrwtso btarWros

! with their duYeS aid mspons~blUlWS d the company. This incWcks outside agiviUes that may be macomtyad to ba

ncUWllas d Itr oomperry and any acllvily that compotes with the oanparry. As cutlinad to the Compliarrca Manual, you must

obtain pciorwrilten epprovN beforg petlicipaCng in oul~ide empWymoM atwlilas.

t Oulslda0lroctorshlpsdN'~ceca snd empbyees may be edwd by nm.profit agant~etPOn~ and commercial flrme to sane as u dlracmr ar m an

j advieary Wm~n~t[ve. Your aervke as an advbot to, or member of, lha board of cfueGOro ul an0eher a~ipairy, or a non-profd

i cher~aWe, eiv3c, social eerWCO. rc({gfaus, prdoasbnei a Irada ptgonfxetMxt, mus! ba cot5sisteN with 1ha provisions of tho

Coda or,d not c~eata a congk~ of Inroresl with yw,v rerpa~am~tles b IFre m+nparry. As auWiad fn rie Compliance Mawat,

you must oblem prior rAtten npprovat bafare aoceplinp certak~ posidans,

HaenMN tntwoats orOwnwshlp Jn Otftar eustnarr~cAequvip nn avnerahip or other buaineia interest in campe111an w compmy vandott liQuYie9 print mit

ton approval [ram

1ho Comptlanca gepartmant, 8rampfos hckide makhp egnYkant inveetmeMs (n or bane io oompan~es 7~st compete wiU~

the eompany or n eM~ies That do busiross wNh ltto eomparry.

gce~tanea of GlfYa of Eneoralnmw+tYou may not aecepl giRS (ether Ihan pYts undo a nominal amaum ns spooifiod in company pdic~os) or ~~~~a

vntoctalnmoM ~rvm c~IAM~, vaMors, yuppuers, compelllors a atier employees, room~el giRS {under ria ama.~t apociilod

In canpeny palkfeal entl enteneinme~t may be accepted any Y e roasonabFe parson Wouftl be aalgfied 1I~Al ~1A @ih or

pntorla4ment did not IMuanco ypur]udgmunt or the poKarmancoof you duller. Urxler no cLcumstances may you accept

say giRi orentertsiiment Thal coukd create a ca'11Ikt of imerost or tho appearmcr er Impropriety. ryou have eny questions

ta0arding [he a➢Droprfetenoss o! 0 9~~ You muss car%ec! the Competence Depahmant halarn accsptinp M. '

back tgto_q a

CofiRCantfa!!ly oflydormaWMrU a fnanelel servieea compam, we have p~tieulge le9ponebilitieD tM safegwtd'asg Uta

informatlon of our cienis end the

pcuprietary in/ormation of 1ha ccmpeny. You ahouk! be mindful o! Uus obtiga8on when you vss the telephone, tax. telex

elearonb mall, and whet etecVan~ means of storing and transmdtlnp E~fohnaliat, YOU affuuld rat meeuse wnfitlantiai

snformation r public areas whore it ran be weeheard, reed co~'dent~al documents to publb places, nor taaro ru oiscard

conlidar~tfet dowmenW where Ihoy can be rotrievad by oGMrs.

CwfRdanBafHy o!C!lonttrtformaffonM(omt81[0l1 CO~Ceh1'N9 fh0 id9(t1~ty 0(Cf8n188f1d th01fir1ifl88G1i0f19811d 80

00tMiW is CdflRdNfl~lal. $uCh infaRnsiFOn may clot

be disclosed to Porsom wAhin the company except as Uwy may nesC to fuww N In order ~o tuttul tneirraepauibilitiaa io the

company. You may not dlsoWae each lnfamatWn to anyone orarty frm autsEdo the company ozcepl: (i) in the avant an

wbide irm needs po know riw hfacmn8un In orcter Iw peAorm servkaa for the company and Is boura~ to mnlntch its

canOdomfallry, (II) when e silent has consanlotl In the dlmcioeure aRer having been piren an opportunity to regwsl that the

In~amaflon not bo shared, (IQ} as roqulred by Saw, or (w) as au4farizetl by the Canpiianw Oapartmont or QNke d ~orfarate

Cvunesl. 1

Infortn7rtiw'r ~agar~np cYoftl otdars awe! tfe kept coniidBNfel artd may not ba uaed Fob tl7o ba~7efit 4f Wte~al{ents, the

eanpany ordhal aeaounis, ineleiting Ihoso d azry ~R1pky~6, otFipaf O! d~toclof. Trading olwod of a client's imminent orclet

is known as frwrlrunning end is prohlWied, M(eue(n9 ~adanUel cuelomer Dade Infotma!}on for pocsibt~ pwwnal borw(it,

Known as ahedawufg, is I&ourlyo prahq~itod.

PrlvaayTo asfeflusrd e&ents' privacy, theaompany li~niln sharing wa0omerin(ocme~ with oUrora. As aetout

n the Privacy Poky,

Iha company daac nd sv11 yarsanntly kiQnliliaDle cusiorrtar IMormel'an 10 eityona Customer ~nfamaUon may ba shared

tH'th lAW pxrUee nnty h certain Ilmited cifCUrtSi18nCB6, each as for processing vonsaefiora and sorWdng oecounts, ~olnt

mariwtlnp arranpamoMS, nntl other specifiapucposesPermitted by aPpi{csbEe ~ederel and stele pri~.y 6T++c tnfarrnatian

may pe shared with alil'~eted ccmpanba ~oubsiCioNes v~dor common control ofTht Cherlts Sohwab Carporativn) as

ulbwad by aDpilwble laws Fad, wfre~s.~~ad, only agar giving ryclomars fhc opportun[ty to apt out of such s~.irfng.

You sFwutd tw tam~fat with ~ha company's PrWacy Pokcy and tho I'ir~tatana on how customer Infrnnotion can bo used and

ahsred. You should eleo be femiFer w~h iha procedural ar+d systeMic esfa9uards we matnmin w proles Rya seaur0.y of

astomer i,fnrmatlon. k yet have an7r questions olrcut whether any perli~Aar use or d(sdosura of a~domar information is

permiried, you slwutd dVoM Uwm tc the P~iveey Ottke.

Pmp~falarylnformauon o~tl~aComprny '~

You have me respons~bry to safeguard prop~3etary inTamation of the company and oompty wit8 the aanpany'a

CaifidonliaWy, Non-sdkuntbn and asstgnmaM Agrwmanl, iho corms of which aro a ~ondflbn otyour ompbymcnt.

Proprietary Fnformaibn htkxlee Uriullodual property {copyriphta, Vaciemarke a paleMe a lade saaela~ parUculu ivww-

how (businau cr drgx,tratl?na! dosfgns, or buak~ess, mar7cgiln9 or service pions w ideas}and samitiro ir~fo~mMbn afoul

the campanY {de~abasea, records, salary cYamalbn or unpu411ytIMt ffnendal reparte). it you have am 4uesUons abqut

what eonstilutes pmptielaty infarmel'ron, of ~ ya+ bvliove such informotio~ has been compromitsd, aatldd fha Office of

Caparote Cowuel.

Pro1ue!!on aM U~ ~1ComprnyAss•trYou era oblipetecl to protect the canyeny's assets and eneuro Iho'r ofticiani uso, T1inR, e xabnsnea

s and weals have a

dimd fmpad an Ur canporty. Company aqufpmont should not bo usai fornorticompany business, UtauBh inaden~al

paiaanaf use may be pamitlod

hack to too

Page 3 of 6

Corporate Oversight

Emproymont Pr~ctico9Our empbymeM poQclos rolled iho high atondards of air bua'u~ees praclkes and air rsapect tw fallax ampbyoas,

6qua! Emproyment Opportanlry, cnd Prewnliny Narnramr»t and DlacdminatlonII ~s our policy to hire, rota4~, promola, Gain, larminale, antl aWanvma I~~ wnployees &nd job applicarRS an Iho bask of

merR, quelificaia»s, pertormonco, competence, and fhe mmpenysbuaineps neeW, Nfe believe in rospeclErq she dfgnRy ofevery ampbyaa and oxpacl e~y empbyee to show reepecl lar au of our oollpagues, ollents, continganl wo~xcrs, and

vendors, RospoellyS pmfosslonal eonduCi promotes procluclhrity and mnimizae d3aputea.

We aPPly out eMpbyment {xaq(cea w'~ihoul fepard (q taco. color, Gondar (fncludrf0 ptegnoney, ch~dbFth, a relsbed medkal

conditwns a panderldenfityj. re1'gion, apo. naGornd oriptn, ancnatry. ciGronship Maws. dis~litY. leliaby proloclod modical

canditbn, yeneIIa Warmaibn market statue, seaunl w~entaNm, voteran aletue, or any other status protectaC•by todorei or

slate law. We do not Wlersle disavninaYan or hwaasmant ofany kVid. ~nmudtrrq ary vwuat, wrRtan ~Ir~nne email, i~it9Mmosca9lrr~. and oilier forme otwrillon cammualcatfon}, of Ahyskel he~essment haaeM on en SrdvlduN'sproleUad stews.Managers oro oxpact~d to implement Ihaso ompioyrttant poiielas and to aeafe a workfig wwkarrn¢nt auppoAtra of o~kral

peAormarrpe and opportvni~ios farprotoaelonel 9rawtN end udvoncomanf. Ao ompbyees era erpeoledla rand, w~dere~end,and wmplyvrilh rho company's Equal EmplonnontOppartunity Poky end pravent&ep Herasemer~tandtSiecrin~oilanPolley, which ere avefleblg t0 8M omployeas. Acla of discriminsiion or harassment on the bs~s at Itw ouporins sei fo~riabove am nuhject w ~isdpllnery aUio~ up to aid Including laiminaUon nl amploymen[. H you raaaonaDy befgve aq6 of

dicpimi~ellon a I~a~assmene have xewrad, you must report weh oondaG to the Human Ftesowces oepartrt~ent a to rie6mbudsperaoa

HoNtH end Soloty'fha com~+ny le commilWd to pravidinp a healthy and seta workrg onviroranenL Yeu ire raeAonslUlo fa Jnarnlnp Iho aeTefyprooaduras dpplicaDro Ia yvur job and eroy and Wr reporUnp acddonts, tnjc~rios and unsafe practices, condilton~ or

equ'pment b ycwr supervisor, the tWman Rcsawws Oapattman4 ~ha Fealli~en papartrnenl a Yw Ombu~kAerson.

l~Yap mdAfcohot F'fw Worhplece'the company intends to maktain a workplace Mta~ E! frca of drugs and e~cnhW and to dua,r~gQ dfu8 and atcohd abuse by

wr omployeea. 8uhelenee e~usp tYUOalens your safety arct watl-0piM1g as well es the tampdnys abYdy to previde highqusllty service anc! mnpote eNedirely in the mu~Netpteco. ~mp~py~es are exyeoled la feport to wale At to da tt~efr jobs,

Myone wtw mcy by under the inpVBhCO of 81COhal, Akyal Qngs a pfcacription tlrtrps that endanger sniety and good

twekiean (udnmanl or are otherwise befnp r~iusod, w~! 6p sent home and subject to discfplirre, y~ to end ~~cluginptarm3nallon of amptoyment,

Emp3oyees who marn/adura, anR, dlatribvte, dispense, possess, hay a a use Illegd drugs or sell, distn'b~ete or dppenae

praseription drt~0s on compnrry premisos, comparry lima orwFub engaged in company bwiness wit bo tmminaled. Such

conduct is also prvhlbRad during ~gtworkir~y lirtse to C~a exlonl0~at In th0 opinfon of ltte comporry, FI ImpnUa an ompbyoa'~

6bdity to psr(o[m an the job or threatens tl~e feWlathn or InGegky d the company. Empbyaea who aUer l0 6uy, sett ar

Irenaler in arty way IVegal a prescrlpUon tlrug~ oraHar to by+, sell, VansTer a pasaess items commonly r000gnlzod by tholaw mkxaomont commun3y io ba drug parophemeYe on cvmparry premfae~, company Umo, orwhBo ongaged In comp~rrybucloess wYl ba terminaled, Employees who wll, d{s~ribute, possess, buy a um nkahal wlthau! au~tror$pt'an on companyprem3saR or company Umewi~ Ge w6jeci Ie dksclplhory action, up io end inclwihp IerminaHon.

E Non,Rata7laifon~ YOU Mvft f6pOrt tacuea fepardinp posable violations of lhle Cotla Witon you have reason to sys~etl Thal e violation may

Fuwe occurred a might occur, No empfoyeo W appLosnt wig ha rnwllwlpd ape'rial fa melciny a Bid ~a~ =amWah[ err

~ brhp'vg fneppmprlo~o conduct to the COmpanys altenlion, foraaaisting rnothor amytoyas or appllcanl N making a goodfei~h report, ror moperaUng in an inrasY9aUon, a fnr Ming an admhdstrallve claim wilha atateor todarnl govommental

i epeney. My ampfoyav who engages in mto~iatwy co~ducl h violation of oS~ policies w~l 6o subj~cl la dfedplinary acl'~at,

up to andNGutlinplerminafionof~mploymgtK, If youf8880r18btyb9lbYOrot0ltatarycoriduClhasDteurYad,youmustreport

wchcunduct t0 ih0 Nurhen Reeoucaa UepnAmon4 Corporate Responalhilry Oflleorvf Ito Ombuds~ferson.

(SiS~Cj,Q1QR

eusl~asa PracYceain our buenaaa operopons, ws deal faiAy with ourdlents, GQIIOagUBg BCId 8h9f81S01tl8ff. WOln¢I1i1Yh1 gCGCit1D bU81RB86

rewndb and compty wllh laws antl reyuldtons ropnrdinq tinanctel dhebeuras~an0 audits,

PA►artc7il Dlsclosu~nsTho CoiA~any is commlKnd to provic6ng full, fair, accurate, tkncy and undcrstnndable disclosure in reparte and doa,merrts

that the eompeny fifes wkh, w submis to, the Secur2i~s and F-xahanga Commle8ion ensf other ~utatary agencies and Inether gables communkntlo~ made Dy tlti CompenY. You aro roqulrod w wmP~' with campenypoicies end procedures far

complling adrhdiecloouroa and e~surhp iNnt they era tali, taY, accurele, timely and cmdarstardaLk.

Cortdacf ofA'utlJlsNoithar you nod any other p~uaon eci~np under yovr dcsacii~on shag dfiecl[y a indfroclry iak9 any salon frwdu~aMiy In

irdiuencs, daerce, manpulnW, ormisbatl any lndapengenl public of cerlifleQ ptiWic ~xounlanl engaged h the porfortnanco

of an eudtt er rovtaw of ilia campan~s finaneie] sieiemonle. You may not otter future employment err canuaCS for non•auditsecvlcas, provkty an audtot with iAaotutata or mlelaedhq Intomtal'ron, lfveeten to aencel or cancel as6fung twrwwd+~w

audit engagemorns if the wdltorobJeels to!ho aCtounling, soak to hew o paler romowd from thv aud~ enpepament

bxauta Uw partner obJed¢ !a ~tw rnmva~ye aocounlirtq, crenyago in any other caerave aclivdy.

Raco~KoapWgY1e ragtiko honoet and aaurato fctOftlfnp and rnpoAhg p! ItY0fro8li0A SO malrwaln Ute htepriq~ ai err bucinecy recotda arm

to make re~ons~ia buaineaB deeWau. '17~e company's booke, racartls end occoun~s must (~ accurelety tallest ell

7ancaetlons of she oampany srxl alt othw manta that are the subject of n s~dpe roguletory reaordkeepktp roquirement; (ay

be mninfatned to ~oasanabfe delaiF, end (ia) conform Dorn W appt'~cable legal requirements am! ro tf» compenye system of

irown~3 conlrob. Unrecorded or •Mf 4te books' lands ar amsals era piohbiwd unless permtued by appEeaBle mw or

repuraiinn, QueMeas cords must notaMt~in c rattan, doropatory reme~fcs, guesswork, a Inapp~op~eta~ charactortmlloas at penpte and ccmpantea. 'I'hi6 applies equsly to o-maN, tnlamel memoranda, tonnN reports, and all alnor

forms cf bcnin~e roc«ris, You must be kmili~rwilh the campeny's tac~rd rotuntion ¢OxCIpC arW ahvny~ ratan ordaetrby

records nccobfng to !horn. h ilia want of NUpatbn, yovemma~ta! irtvooCgallon Or the lYireat of suds adim, yvu should

coruull the OHico of Cwpaate Counsel regerdh~g record retentfan.

CompaurloaF+MFafrDSe~rngWe operotn ax bushes fairly antl haieaty. We sack competitive sdvsntape Ihrouphsuporlor portamance and dodkatlonto servtn~ our tfents and never through unothlcal err ikgai bust~esa procticos. It Is our policy !o comply wiUt anU-irtrat laws.

~ These lawx +xe oompbx and not uaslly wmmu~tvd twt of o mlr~mum ~egwe that LL~ere be no agreement orunlfxstanding

Page 4 of 6

Corporate Oversight

betwpan fh¢ Company end Ra competitors Uwt etfad prfcas, l6rms or conditions of sate or that unroasawl~+ rcstratq NI endfair cnmpal'A+on. You must always rocpod 9~e rights o~ and tleal fairly wkh iha company's dlmts, compotaua andemptoycos, You musinover lake urrfair advantega of anyone Ihnauph manipulation, mr~cawknenl, a6uee 0(priviaIIadinformation, misrap~eaenlatian at maSOrfa! facts, or any olhor uMair dedM'np prectke. Ityou hpvu any queslbn at~aul whatoon►41Wea an unfair huir~ass proetfca, you shouro eanevlt the OtGce of Corporow CaurxsaG

AmhJb!llon of 8rlbory and KfakLsckspur poioiea proh'pit bribory a kirkbeeks of ony kind and to anyone in lhd conduct of ak OuaNess. Ttio U;S, govammaAhas a umber o} lawn and rogulalions appliubia speciheally to business pratultles toot msy be amapteH by V.S. a+d foreigngovemmeM personnYl The pmrritne, oRer of dallvery m an otticlal or empbyeo d the U,3. govemmant or an omG~1emptoyae or Gsr~didele of a faogn povemmenl of a p'dt, lerrof. paymonl arother Qrahriry kn vk+iptlon o1 these rufe~ wou~a notonly v{otata com pony poACy but oleo awki be a criminal oNenss. blmitary, totlafal Iavr, as well s~ the {aws of many alatea,prahlbHs ongaging In'wmmerylal bnbery.' Cammorclaf bribery bvalvea ~vildling, uemundnp w accoptin0 anylhhti ofvufuafrom any pereon wlrh the interubn m i~tlaanca ar ba rewmdad bconneotion wih any oudnocs or Vansx~on, cuch an v+t1~.vendors, compstltara, clients, argvwmroenl emptoyeea. If you havo ony 4uastioru ar need nny gu~ianca. Yw ahoumoaiva tho ones a corporate counw6

Anf6Monsy LaundwingAc a tln0rwial services company that provldae aew~ilies and b~MInD aarviees to its cuRtanera, the cOmparty is subJec! WIowa to prevont customers from udnfl accounts and fi~onael aurvkes Ip launder money orangapo to tertarfst edWf~rs. Tholaws requYe fhn company to know Ua cvatomera, mood« aetomar acdvlry In prevorK money laundering, and reportsuaptcbus acltvltbs io the 0ovemmenl,

Mersey leundarinp is ttiu proeess of oonvorting iUegol proceeds (e.y, manoY delved Bom Ilbgnl divg VeFlfckirtD of terroristorganlzatlons) w ttsa! ho money appear6 !o bo IopNHnate. Yau ore requtrod to know and oampyr w~ the co~panys antl-mo~0y laundering polclaa, Ifyou hpvo arty quOSSbm ropofdirg Ilse compan~S onthmOney IauntlOring poBd05 andWsiomx inomwtlon progrvm, a suspnq 6~1y Svsp{clous aclhrlly hoe aaurrad hvatvfng money launtleriny, you mwlcontact fha Risk Monagemenl eM Mvastigetbr~ Oepsrlment.

U.S. EmdargoasFederal lawe and reguWtiane proh3it U.S. persona aid wrporationa hom Uans~cthg with percnnc and oAUties franbountrios on Ilsls pro~kbd by Iho Ofiks o(Faruign f45sala CanVnl (OFAC) of the U.S. Traesixy ~epaNnent Prohibitedoctivltise include openMg accaun(s. sending or rocoiving money, lrvrwferrinp sgowilias, arengaging in orry trarracibn w3hpersons or enGtlos from OFAC proribked coUrUrioA Yau ero roqufrod to know and comply wRh 1tw compeny'a QFA~pokOiBS. If yeu hnvo anyquestione eboW the COmpefr~a OFAC pWICiGS, of euapect otry adlvSty hsa oCwrred ttwt may byprohidted undw OKAC policies, you must conceal the iihk Manepemenl antl IrneaGpa7ans Dr~.zArnont Immodlatey.

Vendor M►negem enf'me eompany has odopted e wmpre~ena}ve vondar marngement program for eb vendor bnpapammla, If you Uansactbwlnoss wtln venaas (such es comWrads, carw~ctoro, suPACern and icarreore}. you are requbod ro know arse Deserve urecompeny'e polk'ws arxt procedures for those Oransatd'gna such as marscefinp policies, pracadurea totpor(orminp duedYyCnav on !f~lyd perllo0. ofd obtaln'md properaulhorixatfom far ony agroamanls. All vardor oonUaeta must be iniliafed

and processed fhro~gh the comparr~+s VanaorManspemant 0~~. Yau must seek odvico from yow aupervlsar or moCaU1011x's Department if you have ony quesliau.

pubRa RataUoetaMstllo covar~ge can have a slgnifieant Impea m iha company's brend end reputnlbn, The e0mpanys modla wNaekpoYcy I6 deeipned to ensure eowr+ta and caw~nated comrrKmicallan of fMormatton about tha compsrry and its bualnees.kt adtti~pn, copal end regukltOry Ig~kements realrlot i7fotmellon INnt maybe prOVided b the malls. Our Public Rehallons

~opaAmant ecta as a floGon between the company end the pranc w~C is reEporlB~le far raapandnp tv press inquiries, You

eriould climct utI Inqutrles from Iho gross to the PubY~c Refeilons Depadrrtad prior to reepondir~g dlrxRy.

{~!G"tgR ~

CampAanoa~ndRo~ortlogPfocadwtisYou must comply wflh the Coda and Ulu ptCOlpt aotion la report actual or auspoctotl vialatlotfs of the (;ode, YOU ~ngy t10tanga90 to any caiduol ro draxnvent Q1e COda {e.y., by asNinq tam~"ly momtwrs 10 artopl pile on yax behalf that Srou wouldbo prohlbiled from accepting wWar the Code).

Sa~kleg Guldrnce 'K you errs unwre o! wl~el to do In any aRuaBon, seek guldanca 6elae you nct U~ the company faswrcoa, Inckxfinp yoursupoNtcar, iha CompFarxa DoperVnenl, a other company dspanmsnla Ao outtinetl in the Cone, Ifyou feel lhat;l Is notepproprletb to ~scuss a matter wYh your supsrvisar, you may cw~iacl the Carpor~W Rcspnnelbifily OfNcar of theOmbudsporcon. Rem~mbor Ucgt you must reyprt atl incidents of mtscanduM, anti you mry do sa w~hout fear of relaiallon,IF YOU M8 V8 VIOIBI~I 1F1N CAC~B, Iwwever, mWdng a repot w8I oat protect you kom the consequonwo of ywr oGfons.

Raportlny Ccnduet fAet May ba in U1olaUon of the Coda

Reports ehoukf be escuWlad In the (oli0vring mannsr

1. K you have a reaaoriaCte belief Ihat a vfotalion has ocwned, a may xwr, yov cowl roport Iho eandue! es follows:

QoltUoct• RopoA tw.Atl cwduct in vblaUon olthe C«Iv uNeas olhanvise provldAd GOrporela Renponaibiliry ~tficerEmptoymant practices flamers Rosourpo DepartmentMatey Inuntloring and OFAC pWiaea Rik Manapemenl and InvwligeUonsp(~yg~y Privacy OepadmeMCoMk4onBalRy of tnfomtalfan, propiietery mforenation, arW rocoRtkeepinpOflice o! CorporaW CeuneetVandx manepement Co~ttonet8 Deparlmertt2 if you peeler to make a report ooMldentlolly OP e~Mytnously, you stnuld wntaci the enmpany's Ombudspersar~

.The intemol dope~tment to when 7rou made tie report or Qmlwtlypel9orl Vr~~ detarmY+e the appropri~le adbn to take,Indudtnp eaxfuctln8 any Invostigetian o(Iho maUer, recommendirg appro{xlaW dlsctpfina, and making tuMef reyofts tosenior monogomant ardke~cipn,

AddtUopal Rsspor+alb►IlllaeRafe o7 Mar~agers

Estab~sh, communtcato and promote compEanee wish busnees cenduW atanderde personalty and wkhin yax

Page 5 of 6

Corporate Ovexsight

nrgnnixettor~(s).

~ PraWda em es with informo~ion sbwB standards, oliCibs, praoedures and n~les, irsdudin~ ~ APAR~~4 mks antl manuaks. p ~J D""~9 ~P~°Yoos eccaea

Addrew any behwlar that indicates an employee m+~y not undarstn~ ormay nod De camptylnp with axpacWtlona.Mswerompbyee quoS1i0A8 about busineu aortduct and seek edvfco from scnbr maoayomont, the ComplianeepepurimeM, eM olhor canpany dopartmon~p ay pullinod In thh Ooda when la doubt. .Me1te Cataln UWt Qondu~ (}del may W a vfolnllor~ Otpoticius, f9~ufatfon~ a rutuc $ reported tirgoly.'utd opptoprpttaty.Make certeln that daCisbns ar~d sctlorts olmed et adtlr8sahq misconduct ere hee of dixrimhatary inlluonc~ arfava'~1lam,

Ro/o of DJ~ctoraRe+riow Iha Code periodicapy and recommorxl any ehemyes,

Ene+ue U~st management oclabfishos procedures fw tmplemMtipg Iho Cods.L~ns~co IFtat matiagem8ht cartfas out the opetstiom of the aompeny in accordanrs with tho law end rompeny palkbs,

Ertaura 1ho1 m~nagoment has eWaWished nppro{xtete proeedunn for t~stlting rnporls of mfsoonSuot.

i Revfawmane men!'apo ropltl6 of campl'Wnae wllh the Coda.

We7va~ of tha CodaMy waiver of the Cody fw oxoanrve ofC+oora, aentor Nwncl~(olAcerS of di~eMOrs may. ba mgda orty 6y fho Board or af3oord committee and will ba pranpUy dtscloaatl pubYdy ae requtrod by law or ecod~ axchnnge ragWaUons.

Page b of 6

~7.Af'cfS1A~4.Q ~

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