eTrade 2012 Annual Report Download - page 202

(iii)(A) if the Involuntary Termination occurs outside of a Change in Control Period, then on the Release Effective
Date the following portion of the Initial Equity Awards shall become vested: (x) an amount, if any, such that an aggregate
of one-third (1/3) of the Initial Equity Awards have become vested (whether through regular vesting during Executive’s
employment and/or such accelerated vesting as a result of the Involuntary Termination); and (y) if such Involuntary
Termination occurs after the first anniversary of the Effective Date, an additional amount calculated as (I) two-thirds
(2/3) of the total number of shares subject to the Initial Equity Awards multiplied by (II) a fraction, the denominator of
which is 36 and the numerator of which is the number of months from the most recent annual anniversary of the Effective
Date to the date of termination; or (B) if the Involuntary Termination occurs during a Change in Control Period, 100% of
all unvested Initial Equity Awards shall become vested on the later of the Release Effective Date or the date of the Change
in Control; and
(iv) to the extent Executive is eligible for and elects COBRA continuation through the Company, reimbursement for
the cost of medical coverage at a level equivalent to that provided by the Company immediately prior to termination of
employment, through the earlier of: (A) 12 months following Executive’s termination of employment, or (B) the time
Executive begins alternative employment; provided that (x) it shall be the obligation of Executive to inform the Company
that new employment has been obtained and (y) such reimbursement shall be made by the Company subsidizing or
reimbursing COBRA premiums or, if determined by the Company to be advisable or necessary, by a lump sum payment
based on the monthly premiums immediately prior to the expiration of COBRA coverage.
(c) Termination Due to Non-Renewal by the Company. In the event that the Company delivers to Executive written notice
of non-renewal of this Agreement pursuant to Section 2 hereof, Executive’s employment shall terminate at the end of the Term
and, unless the Company has Cause to terminate Executive’s employment, Executive shall be entitled to receive, subject to
Executive signing and not revoking the Release, (A) a lump sum cash severance payment equal to the sum of Executive’s annual
Base Salary and Executive’s Annual Cash Target, which payment shall be paid within 15 days following the Release Effective
Date, and (B) accelerated vesting on the Release Effective Date of the remaining unvested Initial Equity Awards.
(d) Death or Disability.
(i) In the event of Executive’s death, all unvested Initial Equity Awards shall become fully vested as of the date of
Executive’s death.
4