eTrade 2008 Annual Report Download - page 258

(iii) a lump sum payment equivalent to one year’s Target Bonus under the Company’s Performance Bonus Plan as it
is in effect at the time of the Involuntary Termination.
The amount payable to Executive under subsection (ii) above shall be paid to Executive in a lump sum within ten (10) business days
following the later of Executive’s termination of employment or the last day following Executive’s execution of the Release or on
which Executive may revoke such Release under its terms.
(e) Resignation from Positions: In the event that Executive’s employment with the Company is terminated for any reason,
on the effective date of the termination Executive shall simultaneously resign from each position he holds on the Board and/or the
board of directors of any of the Company’s affiliated entities and any position Executive holds as an officer of the Company or any of
the Company’s affiliated entities.
6. Certain Definitions: For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth
below:
(a) “Cause” shall mean any of the following:
(i) Executive’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or material
falsification of any employment or Company records;
(ii) Executive’s willful violation of any law, rule, or regulation of a regulatory or self-regulatory organization
involving fraud, dishonesty or moral turpitude (other than traffic violations or similar offenses) or final cease-and-desist order or
commission of an act that involves moral turpitude;
(iii) Executive’s intentional refusal to perform stated duties after written notice;
(iv) Executive’s intentional or reckless improper disclosure of the Company’s confidential or proprietary
information;
(v) any material breach by Executive of the Company’s Code of Professional Conduct, which breach shall be
deemed “material” if it results from an intentional act by Executive, has a material detrimental effect on the Company’s reputation or
business and is of a type that normally would result in a “cause” termination within the Company (regardless of whether there are
specific incidents of precedent for such termination); or
(vi) any material breach by Executive of this Agreement, which breach, if curable, is not cured within thirty
(30) days following written notice of such breach from the Company.