Google said in a regulatory filing on Monday the stock and stock options will be granted on Feb. 2 and will vest over four years.
Schmidt, 55, is being replaced as Google's CEO by co-founder Larry Page. Both men, along with Google's other co-founder Sergey Brin, have limited their salaries to $1 for years. But the three are Google's controlling shareholders.
Page, 37, takes over the CEO role in April.
Schmidt held about 9.2 million of Google's shares as of Dec. 31, 2010, according to a separate filing from last week. This amounts to about 2.9 percent of Google's outstanding shares and about 9.6 percent of the voting power. He plans to sell about 534,000 Class A shares as part of a pre-arranged trading plan. If he does, he will then hold about 9.1 percent of Google's voting power, the company said.
Shares of Google rose $1.32 to $613.15 in pre-market trading.
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