eTrade 2001 Annual Report Download - page 192

laws; (ii) claims concerning the validity, infringement or enforceability of any trade secret, patent right, copyright, trademark or any
other intellectual property held or sought by E*TRADE, or which E*TRADE could otherwise seek; in each of these instances such
disputes or claims shall not be subject to arbitration, but rather, will be resolved pursuant to applicable California law. Binding
arbitration will be conducted in San Mateo County in accordance with the rules and regulations of the American Arbitration
Association. Each side will bear its own attorneys’ fees, unless otherwise decided by the arbitrator. Executive understand and agree
that the arbitration shall be instead of any civil litigation, that each side waives its right to a jury trial, and that the arbitrator’ s decision
shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof.
8. Miscellaneous Provisions. This Agreement, the stock option grant agreements and the previously executed Employee Agreements
Re: Proprietary Information and Inventions will be the entire agreement between Executive and E*TRADE relating to his employment
and the additional matters provided for herein. This Agreement supersedes and replaces (i) any prior verbal or written agreements
between the parties except as provided for herein, including, but not limited to, any Management Continuity Agreement between the
Executive and the Company; and (ii) any prior verbal or written agreements between the undersigned Executive and the Company
relating to the subject matter hereof. This Agreement may be amended or altered only in a writing signed by Executive and the
Company. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Each provision of
this Agreement is severable from the other, and if any provision hereof shall be to any extent unenforceable it and the other provisions
shall continue to be enforceable to the full extent allowable, as if such offending provision had not been a part of this Agreement.
9. Assignment; Successors. Any assignment of this Agreement shall be in accordance with the following:
(a)The rights and benefits of Executive under this Agreement, other than accrued and unpaid amounts due hereunder, are personal to
him and shall not be assignable by Executive.
(b)Subject to the provisions of subsection (c) of this Section 9 and the provisions of Section 5, above, this Agreement shall not be
assignable by Company, provided
8
that Company may assign this Agreement to another corporation wholly owned by it either directly or through one or more other
corporations, or to any corporate successor of Company or any such corporation.
(c)Any business entity succeeding to substantially all of the business of Company, by purchase, merger, consolidation, sale of assets or
otherwise, shall be bound by and shall adopt and assume this Agreement, and Company shall require the assumption of this Agreement
by such successor as a condition to such purchase, merger, consolidation, sale of assets or other similar transaction.
10. Notices. Any notice or other communications under this Agreement shall be in writing, signed by the party making the same, and
shall be delivered personally or sent by certified or registered mail, postage prepaid, addressed as follows:
If to Executive: <NAME OF EXECUTIVE>
c/o E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, CA 94025
2002. EDGAR Online, Inc.