eTrade 2007 Annual Report Download - page 164

(b) “Affiliate” of a Person shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, such Person.
(c) “Broker-Dealer” shall mean a Person registered as a broker or dealer under Section 15 of the Securities Exchange Act.
(d) “Business Day” means a day other than a Saturday or Sunday or other day on which banks located in New York, New
York are authorized or required by law to close.
(e) “Change in Control of E*TRADE Capital Markets” shall mean a direct or indirect change in control of E*TRADE
Capital Markets, LLC or an Affiliate of E*TRADE Capital Markets, LLC that has the effect of disposing of more than fifty percent
(50%) of the assets of its market making business for Covered Orders to a Person (other than an Affiliate of E*TRADE Capital
Markets).
(f) “Change of Control of the Company” means a direct or indirect change of control of the Company or an Affiliate of the
Company that has the effect of disposing of more than fifty percent (50%) of the assets of the execution business for Covered Orders
(i) to a Person (other than an Affiliate of the Company) that is a direct competitor of Parent in a business segment which represents
twenty-five percent (25%) or more of Parent’s gross annual revenues and twenty-five percent (25%) or more of such Person’s gross
annual revenues, or (ii) to a Person (other than an Affiliate of the Company) that is not of sound financial standing and business
reputation.
(g) “Change of Control of Parent” shall mean an event where Parent consummates a merger, consolidation, reorganization
or similar transaction or series of related transactions, including a third-party tender offer, whether direct or indirect, with another
Person, including such other Person’s Affiliates (the “Acquiring Person”), in which fifty percent (50%) or more of the voting power of
the outstanding voting securities of the combined company following such transaction is held by Persons who were shareholders of the
Acquiring Person immediately prior to such transaction.
(h) “Confidential Information” shall mean all information disclosed in connection with, or arising out of a Party’s
obligations under this Agreement including (i) technology and intellectual property, such as systems, source code, databases (including
their design), hardware, software, programs, applications, engine protocols, routines, manuals, displays, designs, descriptions,
procedures, formulas, discoveries, inventions, specifications, drawings, sketches, models, samples, codes, improvements, concepts,
ideas and past, present and future research and development; (ii) any unpublished information concerning research activities and plans,
marketing or sales plans, pricing or pricing strategies, operational techniques, strategic plans, and unpublished financial information,
including information concerning revenues, profits and profit margins; (iii) this Agreement including its terms; and (iv) Customer
Information; provided that “confidential information” shall not include any information or material set forth in Section 4.1(c) of this
Agreement.
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