eTrade 2008 Annual Report Download - page 275

Employee is no longer eligible for COBRA continuation coverage, by a lump sum payment based on the monthly premiums
immediately prior to the expiration of COBRA coverage; and
(v) if such termination occurs during a Change in Control Period, each Company equity compensation grant (“Equity
Grants”) held by Employee, to the extent then outstanding shall become fully vested and exercisable (and any forfeiture
provision shall lapse) in full as of the later of the date of Employee’s termination of employment or the last day following
Employee’s execution of the Release on which Employee may revoke such Release under its terms and shall remain exercisable
in full until the first to occur of the expiration of a period of three months following the date on which Employee’s employment
terminated or the expiration of the term of such Equity Grant.
The amount payable to Employee under subsections (i) through (iii), above, shall be paid to Employee in a lump sum within 30
days following the later of Employee’s termination of employment or the last day on which Employee may revoke such Release
under its terms. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period, provided
that Employee has executed the Release and any revocation period has run. The foregoing benefits shall be in addition to all
compensation and benefits earned and accrued through the date of Employee’s termination of employment payable pursuant to
applicable law or the Company’s benefit plans (other than severance benefits under any other arrangement).
(b) Death or Disability. In the event that Employee’s employment terminates as a result of his or her death or permanent and
total disability (within the meaning of the Company’s disability program):
(i) All Equity Grants held by Employee, to the extent then outstanding, shall become fully vested and exercisable (and any
forfeiture provision shall lapse) in full as of the date of Employee’s death. The Equity Grants shall be exercisable by the estate
of Employee in accordance with the time periods and procedures set forth in the Equity Grant agreement
(ii) Employee (or Employee’s estate, as applicable) shall be entitled to a pro-rata share of the Target Bonus (presuming
performance meeting, but not exceeding, target performance goals).
(c) Any Other Termination. If Employee is terminated in any circumstance not described in clause (a) or (b), the Company and
its affiliates will have no obligations to Employee under this Agreement.
(d) Equity Grant Forfeiture on Termination for Cause. In consideration for the Company entering this Agreement, Employee
hereby agrees that if Employee’s employment is terminated by the Company for Cause, any outstanding stock option held by
Employee shall terminate in its entirety and cease to be exercisable immediately upon such termination of employment.
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