eTrade 2009 Annual Report Download - page 218

ARTICLE 6
Amendment or Termination
ARTICLE 7
Administration
11
Participant’s Deferral Account shall be payable to the executor or personal representative of the Participant’s estate.
6.1 Amendment or Termination. The Company may amend or terminate the Plan at any time; provided, however, that no
amendment or termination shall adversely affect any Participant or Beneficiary who has become entitled to a distribution as of
the date of amendment or termination. Notwithstanding anything herein to the contrary, to the extent consistent with Code
section 409A, the Board may terminate the Plan and distribute to each Participant the Participant’s Deferral Account in a lump
sum; provided that all distributions (a) commence no earlier than the date that is twelve (12) months following the termination
date (or any earlier date that would comply with Code section 409A) and (b) are completed by the date that is twenty-four
(24) months following the termination date (or any later date that would comply with Code section 409A). In addition, payments
may be accelerated upon termination of the Plan only if, to the extent required under Code section 409A, (i) all other
nonqualified deferred compensation elective account balance plans (within the meaning of Code section 409A) in which any
Participant participates are terminated along with the Plan, and (ii) for 3 years following the date of termination the Company
does not adopt any new arrangement that constitutes an elective account balance plan (within the meaning of Code section
409A).
6.2 Effect of Payment. The full payment of the Deferral Account shall completely discharge all obligations to a Participant and his
designated Beneficiaries under this Plan.
7.1 Committee Duties. This Plan shall be administered by a Committee which shall consist of the Board, or such committee as the
Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the
discretion and authority to (i) promulgate, amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and; (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in
connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter
relating solely to himself or herself. The Committee shall be entitled to rely on information furnished by a Participant or the
Company.
7.2 Administration Upon Change In Control. For purposes of this Plan, the Company shall be the “Administrator” at all times
prior to the occurrence of a Change in Control. Upon and after the occurrence of a Change in Control, the “Administrator” shall
be an independent third party selected by the Trustee and approved by the individual who, immediately prior to such event, was
the Company’s Chief Executive Officer or, if not so