eTrade 2012 Annual Report Download - page 208

8. Agreements and Representations by Executive.
(a) No Conflicts. Executive represents that he is not subject to any restrictive covenants and obligations with any prior
employers or businesses that would prevent him from fully performing his duties for the Company. Executive further represents
that his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any
agreement to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to
his employment by the Company, and he will not disclose to the Company or induce the Company to use any confidential or
proprietary information or material belonging to any previous employers or others.
(b) Proprietary Information and Covenants. Executive agrees to execute and comply with the Company’s standard
Agreement Regarding Employment and Proprietary Information and Inventions.
(c) Insider Trading Policy. Executive agrees to abide by the terms and conditions of the Company’s Insider Trading Policy,
as it may be amended from time to time, and such other Company policies as may be applicable to senior officers and directors
from time to time.
9. Dispute Resolution. In the event of any dispute or claim relating to or arising out of this Agreement (including, but not limited
to, any claims of breach of contract, wrongful termination or age, sex, race or other discrimination), and except for disputes that are
subject to mandatory arbitration under FINRA rules if applicable, Executive and the Company agree that all such disputes shall be
fully and finally resolved by binding arbitration conducted by the American Arbitration Association in New York, New York in
accordance with its National Employment Dispute Resolution rules. Executive acknowledges that by accepting this arbitration
provision he is waiving any right to a jury trial in the event of such dispute. In connection with any such arbitration, the Company
shall bear all costs not otherwise borne by a plaintiff in a court proceeding.
10. Attorneys’ Fees. The prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred
in any action brought to enforce any right arising out of this Agreement. The Company shall pay Executive’s reasonable legal fees in
connection with the review and negotiation of this Agreement.
11. No Mitigation or Offset. Executive shall not be required to mitigate the amount of any payment provided for herein by
seeking other employment or otherwise and any such payment will not be reduced in the event such other employment is obtained.
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