eTrade 2012 Annual Report Download - page 200

renew for continuing one-year periods unless either party provides at least 90 days’ prior written notice of termination of the
Agreement to be effective at the end of the then-current Term. Executive’s employment with the Company shall be “at-will”,
meaning that either Executive or the Company may terminate Executive’s employment at any time for any or no reason.
3. Compensation. During the Term, Executive shall be compensated by the Company for his services as follows:
(a) Base Salary. Executive shall be paid an annualized base salary of $1,000,000 per year (the “Base Salary”), subject to
applicable withholding, in accordance with the Company’s normal payroll procedures.
(b) Performance Bonus. Executive shall have the opportunity to earn an annual performance-based cash bonus, depending
on Executive and the Company meeting performance targets for the applicable year as established by the Board or its
Compensation Committee. Executive’s annual cash bonus target amount shall be $3,000,000 (the “Annual Target Bonus”),
with a potential range between 0% and 150% of the Annual Target Bonus, and the Company’s practice as of the Effective Date
is to provide a threshold bonus payment of 50% of the Annual Target Bonus if the Board or its Compensation Committee
determines that the Company meets a specified threshold level of performance; provided that Executive’s actual cash bonus for
the year ending December 31, 2013 shall be not less than a prorated portion (representing the period of time from the Effective
Date through the end of such year) of his Annual Target Bonus. The annual bonus will be paid following the end of the
applicable fiscal year at the same time and in the same manner as payments to other senior executives of the Company and,
except as otherwise provided in Section 5 below, is subject to Executive’s continued employment with the Company on the
applicable payment date.
(c) Benefits. Executive shall have the right, on the same basis as other senior executives of the Company, to participate in
and to receive benefits under the Company’s employee benefit plans (including vacation or paid time-off policies), as such plans
may be modified from time to time. The Company will provide reasonable relocation benefits to Executive during the Term, as
more fully set forth on Schedule I hereto.
(d) Business Expenses. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by
Executive in connection with his employment hereunder upon submission of appropriate documentation or receipts in
accordance with the policies and procedures of the Company as in effect from time to time.
4. Equity Compensation.
(a) Initial Equity Awards. On or promptly following the Effective Date, the Executive shall receive restricted stock units
representing the number of
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