eTrade 2001 Annual Report Download - page 183

other than “Cause” or the Executive’ s death or Disability; or (Y) the Executive’ s voluntary resignation within 12 months of the
occurrence of any one of the following events: (i) without the Executive’ s express written consent, the assignment to the Executive of
any duties or the significant reduction of the Executive’ s duties, either of which is inconsistent with the Executive’ s position or
responsibilities with the Company as set forth in this Agreement, or the removal of the Executive from such position and
responsibilities; (ii) without the Executive’ s express written consent, a substantial reduction of the facilities and perquisites (including
office space, support staff and location) available to the Executive, unless substantially all of the Company’ s other Executives of rank
and responsibilities substantially similar to those of the Executive undergo substantially similar reductions; (iii) a substantial reduction
by the Company in the Base Salary of the Executive as in effect immediately prior to such reduction; (iv) a material reduction by the
Company in the kind or level of Executive benefits to which the Executive is entitled under this Agreement with the result that the
Executive’ s overall benefits package is significantly reduced; or (v) the relocation of the Executive’ s principal place of work to a
location more than 50 miles from the Executive’ s then present location. An Involuntary Termination will also include (i) any purported
termination for “Cause” for which the grounds relied upon are not valid, or (ii) the failure of the Company to obtain the assumption of
this agreement by any successor(s) as required in Section 9, below. In the event that Executive contends his voluntary resignation
constitutes an Involuntary Termination, Executive shall inform the Company of the basis for his contention at the time he provides
notice of his resignation.
6.Executive agrees that during his employment with E*TRADE Executive will not engage in any other employment, business, or
business related activity unless Executive receives E*TRADE’ s prior written approval to hold such outside employment or engage in
such business or activity. Such written approval will not be unreasonably withheld if such outside employment, business or activity
would not in any way be competitive with the business or proposed business of E*TRADE or otherwise conflict with or adversely
affect in any way his performance of his employment obligations to E*TRADE; however, Executive agrees that under no
circumstances shall he participate as a member of the board of directors of more than two
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outside businesses or entitities, whether such businesses or entities are for profit or not-for-profit, unless specifically approved by the
Chairman and Chief Executive Officer of the Company.
Subject to the approval of the Chief Legal Affairs and Human Resources Officer or the equivalent position, commencing on the date of
termination of his employment with E*TRADE and continuing for a period not to exceed twelve (12) months, Executive will not,
except as provided below, as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director,
stockholder, investor, lender or guarantor of any corporation, partnership or other entity, or in any other capacity directly or indirectly:
i.engage in any activity, in any market where E*TRADE conducts business, in which Executive participates, manages or advises in the
design, development, marketing, sale or servicing of any product related to global institutional and retail internet securities trading,
clearing services or execution (hereafter referred to as “the Business”);
ii.induce, encourage or solicit any individual who was employed by E*TRADE within six (6) months of the date his employment with
E*TRADE terminates to leave the Company for any reason or to accept employment with any other company, or to employ, interview
or arrange to have business opportunities offered to any such individual; or
iii.permit his name to be used in connection with a business which is competitive or substantially similar to the Business.
Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as an investment, up to one percent (1%) of any class
of “publicly traded securities” of any person or entity which owns a business that is competitive or substantially similar to the
Business. The term “publicly traded securities” shall mean securities that are traded on a national securities exchange of listed on the
National Association of Securities Dealers Automated Quotation System.
If any restriction set forth in this non-competition section is found by a court to be unreasonable, then Executive agrees, and hereby
2002. EDGAR Online, Inc.