eTrade 2008 Annual Report Download - page 278

“Good Reason” shall mean any of the following conditions occurring without Employee’s consent:
(i) a decrease in Employee’s total target cash compensation opportunity (adding base salary and target bonus) of greater
than 20%; or
(ii) material, adverse reduction in responsibilities such that Employee has no substantial responsibilities; provided that, for
the avoidance of doubt, a change in title, demotion, change in responsibilities or chance in reporting relationships (including
type and number) shall not constitute “Good Reason”;
provided that Employee has provided the Company with prior written notification of the grounds giving rise to such Good
Reason and has terminated employment within 30 days of the occurrence of such Good Reason.
“Incumbent Directors” shall mean members of the Company’s Board of Directors who either (i) are members of such Board as
of the date hereof, or (ii) are elected, or nominated for election, to such Board with the affirmative vote of at least a majority of the
Incumbent Directors at the time of such election or nomination.
Section 5. Employee Covenants.
(a) Agreement Not To Compete; Return of Company Property. As a condition to receipt of any benefits under this Agreement,
Employee agrees that in the event of his or her termination at any time and for any reason, he or she shall not compete with the
Company in any unfair manner, including, without limitation, using any confidential or proprietary information of the Company to
compete with the Company in any way. Upon termination of employment for any reason, Employee 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
Employee’s possession, custody or control. Further, as a condition to receipt of any benefits under this Agreement, Employee agrees
that for a period of one year following the date of termination he or she will not accept employment, or perform services as a
consultant or independent contractor, for any entity competing with the Company.
(b) Non-Solicitation. As a condition to receipt of any benefits under this Agreement, Employee agrees that for a period of one
year after the date of the termination of his or her employment for any reason, he or she 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.
(c) Non-Disparagement. During and following Employee’s employment, Employee agrees that he shall be supportive of the
Company’s efforts and shall not disparage the Company or its officers, directors, employees, products or services,
Section 6. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York.
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