eTrade 2012 Annual Report Download - page 194

The Board of Directors, or a committee duly authorized to do so, may remove any officer with or without cause. Except as the
Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an
officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.
Section 3.06. Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason in such manner as
the Board of Directors shall determine. Each such successor shall hold office for the unexpired term of his predecessor and until his
successor is elected and qualified, or until his earlier death, resignation or removal.
Section 3.07. Powers and Duties. The Secretary shall have the duty, among other things, to record the proceedings of the
meetings of stockholders and directors in a book kept for that purpose. The officers of the corporation shall have such powers and
perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or
assigned to them by the Board of Directors.
Section 3.08. Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be
fixed or allowed from time to time by the Board of Directors.
ARTICLE 4
C APITAL S TOCK
Section 4.01. Certificates of Stock. Every holder of stock of the corporation represented by certificates shall be entitled to have a
certificate in such form as may be prescribed by Delaware Law and by the Board of Directors, certifying the number and class of
shares owned by him in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman
of the Board of Directors or the President, and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation,
the Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the
corporation shall have conspicuously noted on the face or back of the certificate.
Section 4.02. Transfers. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be
transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such
shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise
required by Delaware Law, by the
10