eTrade 2008 Annual Report Download - page 279

(b) Entire Agreement. This Agreement supersedes all prior negotiations, representations or agreements, whether written or oral,
concerning any rights to severance pay and benefits. Any amounts payable hereunder shall be reduced by any amounts paid in lieu of
notice under the WARN Act or similar law.
(c) No Waiver. The failure of the Company or any Employee to insist upon strict adherence to any term of this Agreement on
any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
(d) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement outstanding shall
not be affected thereby.
(e) 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), Employee and the
Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration
Association in Arlington, Virginia in accordance with its National Employment Dispute Resolution rules. Employee acknowledges
that by accepting this arbitration provision he or she is waiving any right to a jury trial in the event of such dispute. In connection with
any such arbitration, the Company and Employee shall each pay one-half of the costs and expenses of the arbitration, and each party
shall bear its own respective attorneys’ fees and all other costs, unless otherwise required or allowed by law and awarded by the
arbitrator.
(f) Successors. The provisions of this Agreement shall inure to the benefit of and be binding upon the Company, Executive and
each and all of their respective heirs, legal representatives, successors and assigns. The duties, responsibilities and obligations of
Executive under this Agreement shall be personal and not assignable or delegable by Executive in any manner whatsoever to any
person, corporation, partnership, firm, company, joint venture or other entity. Executive may not assign, transfer, convey, mortgage,
pledge or in any other manner encumber the compensation or other benefits to be received by him or any rights which he may have
pursuant to the terms and provisions of this Agreement.
(g) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such U.S. federal, state
and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
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