EX-10.1




 Exhibit 10.1 

The Charles Schwab Corporation 

COMMON STOCK, PAR VALUE $0.01 PER SHARE 

REPURCHASE AGREEMENT 

July 31, 2022 
 TD
Luxembourg International Holdings SARL 
  











 Repurchase Agreement 

July 31, 2022 
 TD LUXEMBOURG INTERNATIONAL HOLDINGS SARL

 Ladies and Gentlemen: 
 Introductory.
         The Charles Schwab Corporation, a Delaware corporation (the “Company”), proposes to repurchase from TD Luxembourg International Holdings SARL (the “Seller”) on
the Closing Date (as defined below) the Shares (as defined below). 
 Each of the Company and the Seller understands that, subject to market
and other conditions and in the sole discretion of the Seller, the Seller intends to sell a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be determined by the Seller but not
to be fewer than ten million shares of Common Stock, in one or more transactions, each taking the form of an auction-style block trade (the “144 Sales”) through one or more brokers (collectively, the “Brokers”),
each of which is to comply with the requirements of Rule 144 of the Securities Act of 1933, as amended (the “Act”), that are applicable to resales of securities held by an “affiliate,” as such term is defined in the Act.

 The Company hereby confirms its agreements with the Seller as follows: 

Section 1.    Purchase, Sale and Delivery of the Shares. 

(a)    The Shares. Upon the terms and subject to the conditions set forth herein, the Company agrees to repurchase
from the Seller, and the Seller agrees to sell to the Company, the maximum number of whole shares of the Company’s nonvoting common stock, par value $0.01 per share (the “Shares”), at a price per share equal to the Purchase
Price, as results in an aggregate purchase price not in excess of $1,000,000,000, payable on the Closing Date (the “Repurchase”). As used herein, “Purchase Price” shall mean the lowest price per share at which any
one Broker purchases shares of Common Stock from the Seller in connection with the 144 Sales. 
 (b)    The Closing
Date. Payment for the Shares shall be made to the Seller in federal or other funds immediately available in New York City against delivery of the Shares for the account of the Company at 9:00 a.m., New York City time on August 3, 2022, or
at such other time and on such other date as the Company and the Seller shall mutually agree (the time and date of such payment are hereinafter referred to as the “Closing Date.”) 

(c)    Payment for the Shares. Payment for the Shares shall be made on the Closing Date by wire transfer of
immediately available funds to the order of the Seller. 
 (d)    Delivery of the Shares. The Shares shall be
registered in such names and in such denominations as the Company shall request in writing not later than one full business day prior to the Closing Date. The Shares shall be delivered to the Company on the Closing Date for the account of the
Company. 











 Section 2.    Conditions of the Obligations of the Company.
The obligations of the Seller to deliver the Shares and the Company to repurchase and pay for the Shares, in each case as provided herein on the Closing Date, shall be subject to the execution of the 144 Sales by 10:00 p.m., New York City time, on
the day following the date hereof. 
 Section 3.    Automatic Termination. If the condition specified in
Section 2 is not satisfied by the day and time specified therein, and as required to be satisfied, this Agreement will automatically terminate unless the parties mutually agree otherwise, which automatic termination shall be without liability
on the part of any party to any other party, except that Section 7 shall at all times be effective and shall survive such automatic termination. 

Section 4.    Notices. All communications hereunder shall be in writing, shall be deemed to have been duly
given if mailed or transmitted by any standard form of telecommunication and shall be directed to the parties hereto as follows: 
 If to the
Seller: 
 TD Luxembourg International Holdings SARL 

8-10 avenue de la Gare, L-1610 

Luxembourg, Grand Duchy of Luxembourg 

R.C.S. Luxembourg: B 154.812 

Attention: Scott Ferguson 
 Email:
ScottG.Ferguson@td.com 
 The Toronto-Dominion Bank 

66 Wellington Street West 
 21st
Floor, TD Tower 
 Toronto, Ontario 

Canada M5K 1A2 
 Attention:
Barbara Hooper; Renu Gupta 
 Email: Barbara.Hooper@tdsecurities.com; Renu.Gupta@td.com 

With a copy (which shall not constitute notice) to: 

The Toronto-Dominion Bank 
 66
Wellington Street West 
 4th Floor, TD Tower 

Toronto, Ontario 
 Canada M5K 1A2

 Attention: Jane Langford; Kashif Zaman 

Email: Jane.Langford@td.com; Kashif.Zaman@td.com 

  
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 If to the Company: 

The Charles Schwab Corporation 

211 Main Street 
 Suite 17-201 
 San Francisco, CA 94105 

(415) 667-7940 

Attention: Peter Crawford, Managing Director and Chief Financial Officer 

Email: Peter.Crawford@schwab.com 

Either party hereto may change the address for receipt of communications by giving written notice to the other. 

Section 5.    Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto,
and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Shares as such from the Company merely by reason of such purchase.

 Section 6.    Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or
provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 

Section 7.    Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. 

Section 8.    General Provisions. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York
Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. 

  
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 If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. 

 

					
	Very truly yours,
	
	THE CHARLES SCHWAB CORPORATION
		
	By:	 	 /s/ Peter Crawford

		 	Name:	 	Peter Crawford
		 	Title:	 	Managing Director and Chief Financial Officer



  
 [Signature Page to
Repurchase Agreement] 












 The foregoing Repurchase Agreement is hereby confirmed and accepted by the Seller as of the
date first above written. 
  

					
	TD LUXEMBOURG INTERNATIONAL HOLDINGS SARL
		
	By:	 	 /s/ Scott Ferguson

		 	Name:	 	Scott Ferguson
		 	Title:	 	Authorized Signatory


  
 [Signature Page to
Repurchase Agreement]