eTrade 2000 Annual Report Download - page 115

EXHIBIT 10.4
E*TRADE GROUP, INC.
1996 STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED THROUGH APRIL 19, 2000
ARTICLE ONE
GENERAL PROVISIONS
I. Purpose of the Plan
This 1996 Stock Incentive Plan is intended to promote the interests of E*TRADE Group, Inc., a Delaware corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the Corporation.
Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.
II. Structure of the Plan
A.The Plan shall be divided into five separate equity programs:
the Discretionary Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted
options to purchase shares of Common Stock,
the Salary Investment Option Grant Program under which eligible associates may elect to have a portion of their base salary invested
each year in special option grants,
the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of
Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or
any Parent or Subsidiary),
the Automatic Option Grant Program under which eligible non-associate Board members shall automatically receive option grants at
periodic intervals to purchase shares of Common Stock, and
the Director Fee Option Grant Program under which non-associate Board members may elect to have all or any portion of their annual
retainer fee otherwise payable in cash applied to a special option grant.
B.The provisions of Articles One and Seven shall apply to all equity programs under the Plan and shall govern the interests of all
persons under the Plan.
III. Administration of the Plan
A.The Primary Committee shall have sole and exclusive authority to administer the Discretionary Option Grant and Stock Issuance
Programs with respect to Section 16 Insiders. Administration of the Discretionary Option Grant and Stock Issuance Programs with
respect to all other persons eligible to participate in those programs may, at the Board’ s discretion, be vested in the Primary Committee
or a Secondary Committee, or the Board may retain the power to administer those programs with respect to all such persons. The
members of the Secondary Committee may be Board members who are Associates eligible to receive discretionary option grants or
direct stock issuances under the Plan or any other stock option, stock appreciation, stock bonus or other stock plan of the Corporation
(or any Parent or Subsidiary).
B.Members of the Primary Committee or any Secondary Committee shall serve for such period of time as the Board may determine
and may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Committee
and reassume all powers and authority previously delegated to such committee.
C.Each Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the
Discretionary Option Grant and Stock Issuance Programs and to make such determinations under, and issue such interpretations of, the
provisions of such programs and any outstanding options or stock issuances thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator within the scope of its administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Discretionary Option Grant and Stock Issuance Programs under its jurisdiction or any option or
stock issuance thereunder.
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