eTrade 2009 Annual Report Download - page 236

EXHIBIT A – Release of Claims
1. Full Release: In exchange for the benefits described in the Transition Agreement, dated September 8, 2009 (the “Transition
Agreement”), between Donald H. Layton (“Executive”) and E*TRADE Financial Corporation (the “Company”) (the “Parties”),
Executive and his successors and assigns release and absolutely discharge the Company and its subsidiaries and other affiliated
entities, and each of their respective shareholders, directors, employees, 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 those released parties arising out of or relating to any matter, cause, fact, thing, act or omission
whatsoever occurring or existing at any time to and including the date of execution of this Transition Agreement by Executive,
including, but not limited to:
(a) claims relating to any letter or agreement offering Executive service or employment with the Company, the
Employment Agreement between Executive and the Company dated as of March 2, 2008, the parties’ employment relationship,
the termination of that relationship, and any claims for breach of contract, infliction of emotional distress, fraud, defamation,
personal injury, wrongful discharge or age, sex, race, national origin, industrial injury, physical or mental disability, medical
condition, sexual orientation or other discrimination, harassment or retaliation, claims under the federal Americans with
Disabilities Act, Title VII of the federal Civil Rights Act of 1964, as amended, 42 U.S.C. Section 1981, the federal Fair Labor
Standards Act, the federal Executive Retirement Income Security Act, the federal Worker Adjustment and Retraining
Notification Act, the federal Family and Medical Leave Act, the National Labor Relations Act, and applicable state statues
preventing employment discrimination,
(b) the Age Discrimination in Employment Act (subject to Section 3 below); or
(c) any other federal, state or local law, all as they have been or may be amended, and all claims for attorneys fees and/or
costs, to the full extent that such claims may be released.
This Release does not apply to (i) claims which cannot be released as a matter of law, including claims for indemnification under
applicable state law, (ii) any right Executive may have to enforce the Transition Agreement, including the agreements that are
incorporated by reference therein, (iii) any right or claim that arises after the date of this Release, (iv) Executive’s eligibility for
indemnification and advancement of expenses in accordance with applicable laws or the certificate of incorporation and by-laws of
Company and/or its subsidiaries, or any applicable insurance policy or (v) any right Executive may have to obtain contribution as
permitted by law in the event of entry of judgment against Executive as a result of any act or failure to act for which Executive, on the
one hand, and Company or any other release hereunder, on the other hand, are jointly liable. This Release does not amend any equity
compensation award agreement between Executive and the Company.
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