eTrade 2012 Annual Report Download - page 210

(d) Entire Agreement. This Agreement constitutes the entire employment agreement between Executive and the Company
regarding the terms and conditions of his employment and any amounts due on termination of such employment, with the
exception of (i) an Agreement Regarding Employment and Proprietary Information and Inventions, (ii) any indemnification
agreement between Executive and the Company and (iii) the Company’s employee benefit plans referenced in Section 3(c). This
Agreement supersedes all prior negotiations, representations or agreements between Executive and the Company, whether
written or oral, concerning Executive’s employment by or service to the Company.
(e) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes required to
be withheld by law.
(f) Counterparts. This Agreement may be executed by the Company and Executive in counterparts, each of which shall be
deemed an original and which together shall constitute one instrument.
(g) Headings. Each and all of the headings contained in this Agreement are for reference purposes only and shall not in any
manner whatsoever affect the construction or interpretation of this Agreement or be deemed a part of this Agreement for any
purpose whatsoever.
(h) Savings Provision. To the extent that any provision of this Agreement or any paragraph, term, provision, sentence,
phrase, clause or word of this Agreement shall be found to be illegal or unenforceable for any reason, such paragraph, term,
provision, sentence, phrase, clause or word shall be modified or deleted in such a manner as to make this Agreement, as so
modified, legal and enforceable under applicable laws. The remainder of this Agreement shall continue in full force and effect.
(i) Construction. The language of this Agreement and of each and every paragraph, term and provision of this Agreement
shall, in all cases, for any and all purposes, and in any and all circumstances whatsoever be construed as a whole, according to
its fair meaning, not strictly for or against Executive or the Company, and with no regard whatsoever to the identity or status of
any person or persons who drafted all or any portion of this Agreement.
(j) Further Assurances. From time to time, at the Company’s request and without further consideration, Executive shall
execute and deliver such additional documents and take all such further action as reasonably requested by the Company to be
necessary or desirable to make effective, in the most expeditious manner possible, the terms of this Agreement and to provide
adequate assurance of Executive’s due performance hereunder.
(k) Governing Law. Executive and the Company agree that this Agreement shall be interpreted in accordance with and
governed by the laws of the State of New York.
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