eTrade 2007 Annual Report Download - page 183

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Section 8.2 Termination. This Agreement may be terminated in the following circumstances:
(a) Material Breach by the Company. By Parent, in the event that the Company commits a material breach of this
Agreement (other than a breach of payment obligations under this Agreement or a breach of Section 2.4), and (i) the breach is
incurable or (ii) the Company fails to cure such breach within 90 calendar days of receiving a notice of default from Parent (or such
longer period as Parent may reasonably agree if said breach is incapable of cure within such 90 calendar days) (the “Cure Period”), by
giving a notice of termination to the Company within 30 calendar days of first becoming aware of such breach (if such breach is
incurable) or in the 30 calendar day period commencing at the end of the Cure Period, with termination of this Agreement to become
effective upon delivery of the notice.
(b) Material Breach by Parent. By the Company, in the event that Parent commits a material breach of this Agreement and
(i) the breach is incurable or (ii) Parent fails to cure such breach within 90 calendar days of receiving a notice of default from the
Company (or such longer period as the Company may reasonably agree if said breach is incapable of cure within such 90 calendar
days) (the “Parent Cure Period”), by giving a notice of termination to Parent within 30 calendar days of first becoming aware of such
breach (if such breach is incurable) or in the 30 calendar day period commencing upon of the end of the Parent Cure Period, with
termination of this Agreement to become effective upon delivery of the notice.
(c) Material Breach of Payment Obligations. By Parent, in the event that the Company is in material breach of a payment
obligation under this Agreement, Parent has provided written notice to the Company specifying such material breach, the Company
does not in good faith dispute whether the amounts alleged to be unpaid are due and payable pursuant to this Agreement, and the
Company fails to cure such breach within 90 calendar days of receiving written notice of such breach from Parent, by the Parent giving
a notice of termination to the Company within 10 calendar days of the end of such Cure Period, with termination of this Agreement to
become effective upon delivery of the notice.
(d) Failure to Route the Minimum Covered Orders. By the Company, in the event Parent fails to route the Minimum
Covered Orders to the Company during any calendar month, unless there is a Failure Notice outstanding during such month pursuant
to Schedule A, and Parent fails to cure such failure within the month following the failure, by routing a higher percentage of Covered
Orders to cure the under-routing.
(e) Routing Away by Parent. By the Company, if:
(i) E*TRADE Securities shall have routed away a number of Covered Orders representing fifteen percent (15%) or
more of the Minimum Covered Orders (for NMS Stocks or Options) for a period of three consecutive months;
(ii) E*TRADE Securities shall have routed away a number of Covered Orders representing thirty percent (30%) or
more of the Minimum Covered Orders (for NMS Stocks or Options) for a period of two consecutive months; or
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