eTrade 2008 Annual Report Download - page 261

in Section 11, below. The effective date of any Involuntary Termination shall be the date of notification to the Executive of the
termination of employment by the Company or the date of notification to the Company of the resignation from employment by the
Executive for Good Reason.
(h) “Release” shall mean a general release of all known and unknown claims against the Company and its affiliates and
their stockholders, directors, officers, Employees, agents, successors and assigns in substantially the form attached hereto as Exhibit
A.
7. Employee Inventions and Proprietary Rights Assignment Agreement; Insider Trading Policy: Executive agrees to abide by the
terms and conditions of the Company’s standard Employee Inventions and Proprietary Rights Assignment Agreement and the
Company’s Insider Trading Policy, as it may be amended from time to tine.
8. Agreement Not To Compete Unfairly; Return of Company Property: Executive agrees that in the event of his termination at
any time and for any reason, he shall not use any confidential or proprietary information of the Company to compete with the
Company in any way. Upon termination of employment for any reason, Executive shall immediately deliver to the Company all
documents, property, and other records of the Company or any affiliate of the Company, and all copies thereof, within Executive’s
possession, custody or control.
9. Non-Solicitation: Executive agrees that for a period of one year after the date of the termination of his employment for any
reason, he shall not, either directly or indirectly, solicit the services, or attempt to solicit the services, of any employee of the
Company to any other person or entity, provided the foregoing shall not be violated by serving as a referral or by general advertising
not specifically targeted at employees of the Company.
10. Indemnification: The Company shall indemnify and hold harmless the Executive to the fullest extent permitted by law
against any claims, suits, judgements or expenses (including advancement of legal fee) arising from any action or inaction with regard
to Executive’s position with the Company and any affiliates and any fiduciary position taken at the request of the Company. This
provision shall continue to apply after termination of Executive’s employment with regard to acts or inacts prior thereto.
The Company shall cover Executive both during and, to the extent liability continues to exist after employment under any directors
and officers insurance policy it maintains at the same level and basis as it covers other officers and directors for actions or inactions
while employed as and officer or director of the Company and its affiliates and any fiduciary position taken at the request of the
Company.
11. Dispute Resolution: In the event of any dispute or claim relating to or arising out of this Agreement (including, but not
limited to, any claims of breach of contract, wrongful termination or age, sex, race or other discrimination), Executive and the
Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration
Association in New York, New York in accordance with its National