eTrade 2008 Annual Report Download - page 254

Exhibit 10.39
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into by and between E*TRADE Financial Corporation (the “Company”) and
Nick Utton (“Executive”) as of June 21, 2004.
(a) Position and Duties: Executive shall be employed by the Company as its Chief Marketing Officer reporting to the
Company President and Chief Operating Officer. As its Chief Marketing Officer, Executive agrees to devote his full business time,
allergy and skill to his duties at the Company. Executive’s duties and authority shall include au those duties and authority customarily
performed by the Chief Marketing Officer. During the term of Executive’s employment, Executive shall be permitted to manage his
personal investments, be involved in charitable and professional activities and serve on boards of directors of for-profit entities,
provided that the Board of Directors of the Company (the “Board’) has approved such for-profit board service in writing, and only as
such activities do not adversely affect the performance of Executive’s duties to the Company under this Agreement. Tithe Board
requests Executive to resign from such board position at any time, Executive shall resign immediately (subject to his fiduciary
obligations).
2. Term of Employment: Executive’s employment with the Company will be for no specified term, and may be terminated by
Executive or the Company at any time with or without cause. Upon the termination of Executives employment for any reason, either
Executive nor the Company shall have any further obligation or liability under this Agreement to the other, except as set forth below.
3. Compensation: Executive shall be compensated by the Company for his services as follows:
(a) Base Salary: As Chief Marketing Officer, Executive shall be paid 4 monthly Base Salary of $37,500.00 ($450,00 on an
annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures. Executive’s salary
shall be reviewed on at least an annual basis and maybe increased as appropriate. In the event of such an increase, that amount shall
become Executive’s Base salary. However Executive acknowledges that the Board of Directors may modify the compensation
structure generally applicable to all of the Company’s senior executives so that Base Salary is reduced but the Target Born’s (as
defined below) is increased. Such a modification will not be considered prohibited by this provision nor will such a modification
constitute an event of Good Reason (as defined below),
(b) Benefits: Executive shall have the right, on the same basis as other senior executives of the Company, to participate in
and to receive benefits under any of the Company’s employee benefit and equity plans, as such plans may be modified from time to
time.
(c) Performance Bonus: Executive shall have the opportunity to earn a performance bonus in accordance with the
Company’s Performance Bonus Plan may be modified over time, Pursuant to the Performance Bonus Plan, Executive will have a