eTrade 2001 Annual Report Download - page 181

termination.
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5. Termination Payments. Upon termination of Executive’ s employment, Company shall provide the following benefits to Executive:
(a)Except during the period surrounding a Change in Control as described in Section 5(b), below, in the event that the Company elects
to terminate Executive’ s employment for any reason other than Cause or the Executive’ s Disability or death, the Company shall
provide Executive with the following benefits; (i) within three business days after the end of the 30-day notice period provided in
Section 4 above, the Company shall pay Executive a lump sum payment equivalent to one year’ s Base Salary at the rate in effect at the
time of such termination; and (ii) the Company shall, in its sole discretion, either: (X) arrange for Executive to continue to participate
in those benefit programs in which Executive participated as an active associate for a period of one year following the termination
date; or (Y) within three business days after the end of the 30-day notice period provided in Section 4 above, provide Executive with a
lump sum payment equivalent to the Company’ s cost to provide such benefits for a one year period. In the event that Executive’ s
employment is terminated for “Cause”, Executive shall be entitled to no benefits from the Company other than those accrued as of the
date of such termination. In the event that Executive’ s employment is terminated due to his Disability or death, the Executive shall be
entitled to receive those benefits available under the Company’ s then existing benefits plans and policies, but no further benefits or
severance.
(b)In the event of an Involuntary Termination of Executive’ s employment during the period that is within sixty days prior to or three
years following a Change in Control, then the Company shall provide Executive with the following benefits; (i) within three business
days after the end of the 30-day notice period provided in Section 4 above, the Company shall pay Executive a lump sum payment
equivalent to two years of Executive’ s Current Total Annual Compensation; (ii) the Company shall, in its sole discretion, either: (X)
arrange for Executive to continue to participate in those benefit programs in which Executive participated as an active associate for a
period of two years following the termination date; or (Y) provide Executive with a lump sum payment equivalent to the Company’ s
cost to provide such benefits for a two year period; (iii) the Company shall provide Executive with outplacement services valued at a
minimum of forty thousand dollars ($40,000.00) in a form and manner acceptable to Executive; and the Company shall provide
Executive a mutually acceptable office, together with secretarial assistance and customary office facilities and services, located at
Company (or in lieu thereof reimbursement for same at another location), for up to two years following the effective termination date
of this Agreement, for the purpose of facilitating Executive’ s search for new employment.
For purposes of this Agreement, the following definitions shall apply:
(i)The “ Board ” shall mean the Board of Directors of Company.
(ii)“ Cause ” shall mean (A) any act of personal dishonesty taken by the Executive in connection with his responsibilities as an
Executive and intended to result in personal enrichment of the Executive or others at the expense of the Company or its shareholders;
(B) committing a felony or an act of fraud against the Company or its affiliates; (C) refusal of Executive to substantially perform all of
his duties and responsibilities, or
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Executive’ s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability), which
remains uncured following thirty days after written notice of such alleged Cause by the Board of Directors; or (D) any material and
substantial breach by Executive of other terms and conditions of this Agreement, which, in the reasonable judgment of the Board of
Directors, has a material adverse financial effect on the Company or on Executive’ s ongoing abilities to carry out his duties under this
Agreement and which remains uncured following thirty days after written notice of such alleged Cause by either the Board of
Directions, or Company’ s chairman and Chief Executive Officer.
2002. EDGAR Online, Inc.