eTrade 2008 Annual Report Download - page 256

restricted stock and other Company stock-based award ranted to Executive then outstanding shall, as of the later of Executive’s
termination of employment or the last day following Executive’s execution of the Release on which Executive may revoke such
Release under its terms, become fully vested and cease to be subject to forfeiture.
(c) Acceleration of Equity Compensation Grant Vesting Upon Death. If Executive’s employment with the Company
terminates due to Executive’s death, then (A) each Company stock option granted to Executive, to the extent then outstanding, shall
become fully vested and exercisable in full as of the date of Executive’s death and (B) each restricted stock and other Company stock-
based award granted to Executive then outstanding shall, as of the date of Executive’s death, become fully vested and cease to be
subject to forfeiture. The equity grants shall be exercisable by the estate of the Executive in accordance with the time periods and
procedures set forth in the Company’s standard option agreement.
5. Effect of Termination of Employment.
(a) Voluntary Termination Death or Disability. In the event of Executive’s voluntary termination from employment with
the Company (other than for Good Reason), or in the event that Executive’s employment terminates as a result of his death or
disability, Executive shall be entitled to no compensation or benefits from the Company other than those earned under Section 3
through the date of his termination (including any bonus that has been earned but not yet paid) and, in the case of each stock option,
restricted stock award or other Company stock-based award granted to Executive, the extent to which such awards are vested through
the date of his termination or by consequence of death.
(b) Termination for Cause: If Executive’s employment is terminated by the Company for Cause, Executive shall be entitled
to no compensation or benefits from the Company other than those earned under Section 3 through the date of his termination and, in
the case of each stock option, restricted stock award or other Company stock-based award granted to Executive, the extent to which
such awards are vested through the date of his termination. In the event that the Company terminates Executive’s employment for
Cause, the Company shall provide written notice to Executive of that fact (specifying the basis therefor) prior to, or concurrently with,
the termination of employment. Failure to provide proper written notice that the Company contends that the termination is for Cause
shall constitute a waiver of any contention that the termination was for Cause, and the termination shall be irrebuttably presumed to
be an Involuntary Termination.
(c) Involuntary Termination During Change in Control Period: If: (A) a Change in Control Period begins; and (B)
Executive’s employment with the Company terminates as a result of an Involuntary Termination occurring during the Change in
Control Period, then, in addition to any other benefits described in this Agreement, Executive shall receive the following:
(i) all compensation and benefits earned under Section 3 through the date of Executive’s termination of
employment, including any bonus that has been earned but not yet paid plus a pro-rata share of the Target Bonus (presuming
performance at the “meets expectations” level and no greater);