10b5-1 Solution: Predetermined Trading Plans

Schwab's specialized representatives are familiar with the complex regulations and legal requirements of SEC Rule 10b5-1 and can help you establish a trading plan based on your individual goals and objectives.

Predetermined Trading Plans?Features

Your predetermined trading plan will include detailed instructions for scheduling the timing, the number of shares and the price at which to buy or sell your company shares.

Schwab's experienced traders will work to get the best possible execution while minimizing the negative impact on the stock price.

We will work closely with you and your corporate counsel to establish and implement your individual trading plan. Our specialized representatives will:

• Consult with you about your goals and objectives to establish a trading plan targeted toward meeting your financial objectives
• Submit trading plan to your company's corporate counsel for approval
• Call you to confirm acceptance of your trading plan
• Provide you with trade confirmations in accordance with Sarbanes-Oxley expedited requirements*

Predetermined Trading Plans—Benefits

Sell large or concentrated positions at predetermined times to diversify your portfolio and possibly reduce significant fluctuations for trade executions restricted to open window periods.

Executives can schedule regular buying and selling of company shares—even during company blackout periods—as long as they do not have knowledge of material non-public information at the time the plan is implemented.

Plans are designed to comply with applicable trading rules and regulations to help protect insiders and corporate affiliates against claims of insider trading.

Important Details

Eligibility - 10b5-1 trading plans are designed to meet the needs of corporate executives or company insiders who may be periodically aware of material non-public information.

Section 16† - A trading plan does not relieve the requirements of the short-swing profit rules.

Rule 144‡ - A trading plan does not relieve the requirement of Rule 144.

* Additional form required for creating Sarbanes-Oxley report, Schwab-specific forms are required to enter a contract for same-day trade reporting. All accounts held by the client must be specified, and client is responsible for notifying Schwab of status as an affiliate or insider subject to accelerated reporting.

† Section 16, the Securities Exchange Act of 1934, as amended.

‡ Rule 144, the Securities Act of 1933, as amended.