eTrade 2008 Annual Report Download - page 265

CONFIDENTIAL SEPARATION AGREEMENT
AND GENERAL RELEASE OF CLAIMS
1. This Agreement is between Nick Utton (“Executive”) and E*TRADE Financial Corporation (the “Company) and is effective as of
the eighth day following its execution by Associate (the “Effective Date”). The parties hereby agree that Associate’s employment
with the Company shall terminate effective (the “Separation Date”).
2. In exchange for the release of claims set forth below, the Company agrees to provide Associate with the following
benefits:
a. Within ten (10) business days following the later: the Separation Date or; (ii) the last day following Executive’s
execution of the Release or on which Executive may revoke such Release under its terms, the Company will pay Associate
a lump sum payment equivalent to .
On the Separation Date, Executive will be paid for all wage and accrued but unused vacation earned through the Separation Date.
Executive will continue to participate in the Company’s group health insurance plans through the final day of the month in which the
Separation Date occurs, thereafter, Executive will be permitted to participate in such plans in accordance with federal COBRA law.
Executive understands and acknowledges that he shall be entitled to no benefits from the Company other than (i) those expressly set
forth in this agreement, and (ii) any rights under any Company health, retirement welfare, bonus or other benefit plan, including but
not limited to any equity compensation rights that are vested as of the Separation Date (which rights shall continue to be governed by
the agreement applicable to each grant [including any vesting provisions as provided in the employment agreement between the
Company and Executive (the “Employment Agreement”]). Executive understands and acknowledges that he shall be entitled to no
benefits from the Company other than those expressly set forth in this paragraph with the exception of any rights to indemnification
as provided in the Company’s by-laws, insurance policies and section 10 of the Employment Agreement.
3. In exchange for the benefits described in paragraph 2, above, Executive and his successors and assigns his release and absolutely
discharge the Company and its subsidiaries and other affiliated entities, its shareholders, directors, Executives, agents, attorneys, legal
successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which
Executive now has, or at any other time had, or shall or may have against the Company based upon or arising out of any matter,
cause, fact, thing, act or omission whatsoever occurring or existing at any time to and including the date hereof, including, but not
limited to, any claims of wrongful discharge or age, sex, race, national origin, physical or mental disability, medical condition sexual
orientation or other discrimination under the federal Age Discrimination in Employment Act, the federal Americans with Disabilities
Act, the federal Civil Rights Act of 1964, as amended, the federal Sarbanes-Oxley Act of 2002, the New York Human Rights Act, the
New York Labor Code or any other federal, state or local law.