eTrade 2007 Annual Report Download - page 195

2. If the Company agrees that its execution performance in one or more areas has been unsatisfactory, it shall make
bona fide commercially reasonable efforts to improve its execution performance.
3. If E*TRADE Securities and the Company mutually determine, that the Company’s execution performance and/or the
efforts undertaken by the Company to improve execution performance are satisfactory, then E*TRADE Securities
shall immediately withdraw its Failure Notice by sending a written withdrawal notice to the Company.
4. If a Failure Notice is outstanding for an uninterrupted period of two (2) months, then E*TRADE Securities shall be
entitled to route away a number of Covered Orders representing up to twenty-five percent (25%) of the Minimum
Covered Orders in Options and up to twelve and one half percent (12.5%) of the Minimum Covered Orders in NMS
Stocks, as the case may be, until E*TRADE Securities withdraws the Failure Notice; provided, that any Orders that
E*TRADE Securities routes away shall consist of a representative cross-section of all Covered Orders.
5. If a Failure Notice is outstanding for an uninterrupted period of three (3) months, then E*TRADE Securities shall be
entitled to route away a number of Covered Orders representing up to fifty percent (50%) of the Minimum Covered
Orders in Options and up to twenty five percent (25%) of the Minimum Covered Orders in NMS Stocks, as the case
may be, until E*TRADE Securities withdraws the Failure Notice; provided, that any Orders that E*TRADE
Securities routes away shall consist of a representative cross-section of all Covered Orders.
6. If a Failure Notice is outstanding for an uninterrupted period of four (4) months, then E*TRADE Securities shall be
entitled to route away a number of Covered Orders representing up to seventy five percent (75%) of the Minimum
Covered Orders in Options and up to seventy five percent (75%) of the Minimum Covered Orders in NMS Stocks, as
the case may be, until E*TRADE Securities withdraws the Failure Notice; provided, that any Orders that E*TRADE
Securities routes away shall consist of a representative cross-section of all Covered Orders.
7. If a Failure Notice is outstanding for an uninterrupted period of five (5) months, then Parent may terminate this
Agreement immediately upon written notice to the Company.
8. Any Covered Orders that are routed away to any Exchange, market maker or Broker-dealer pursuant to this Schedule
A shall count toward the two and one-half percent (2.5%) of Covered Orders in Options or sixty percent (60%) in
NMS Stocks that Parent is permitted to exclude from the Minimum Covered Orders that Parent and its Affiliates are
required to route to the Company and its Affiliates under this Agreement.
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