eTrade 2000 Annual Report Download - page 258

Exhibit 10.42
AMENDED EMPLOYMENT AGREEMENT
This Agreement is made effective this 1st day of October, 2000 (the “Effective Date”), by and between E*TRADE GROUP, INC., a
Delaware corporation (“Company”), and CHRISTOSM. COTSAKOS, (“Executive”).
BACKGROUND
Executive, Chairman of the Board and Chief Executive Officer of Company, began his service with the Company pursuant to an
Employment Agreement dated as of March 15, 1996 (the “Prior Agreement”). Effective June 1, 1999 Executive and the Company
entered into a new employment agreement (the “Employment Agreement”) the terms of which superseded the Prior Agreement.
The Board of Directors of the Company and the Compensation Committee of the Company recognize the unique and singular
contribution that the Executive has made to the Company. Paramount to the Company’ s interest is insuring the Executive’ s retention
and securing that his skills and abilities remain focused on the continued growth and leadership of the Company. The vision and
energetic commitment that the Executive has demonstrated during his tenure as Chief Executive Officer has been and continues to be a
fundamental and essential asset of the Company. The efforts of the Executive are recognized as profoundly and positively impacting
on the long-term value of the shareowners interests in the Company. The Executive has left an indelible mark on the Company’ s
culture and its values. In addition he has and continues to greatly influence the course of e-commerce and the financial services
industry at large.
As part of the Annual review of the Executive performance and compensation arrangement with the Company, the Company wishes to
make certain changes and modifications to the Executive’ s Employment Agreement. The Committee has made note of management’ s
ability to exceed the performance expectation for the Company in both positive and negative market conditions, as illustrated by the
Company this year breaking the $1 Billion revenue level ($1.4 Billion) and achieving profitability 12 months earlier than expected.
Accordingly, in order to achieve the objects set forth above, the parties now wish to amend the Employment Agreement with respect to
the continued employment of Executive by the Company, modifying certain terms of the Employment Agreement and adding certain
other terms to the Employment Agreement.
Therefore, in consideration of the promises and the mutual covenants and agreements set forth herein, the parties agree to enter into
this Amended Employment Agreement as follows:
TERMS AND CONDITIONS
In consideration of the premises and the mutual covenants and agreements set forth below, the parties agree as follows:
1. Termination of Prior Agreement . The Prior Agreement shall terminate and be of no further force and effect as of the date of this
Agreement.
2. Employment . Executive agrees to serve as Chief Executive Officer of Company, and as Chairman of the Company’ s Board of
Directors, for the term of this Agreement, subject to the terms set forth in this Agreement and the provisions of the Bylaws of
Company. During his employment, Executive shall devote his effort and attention, on a full-time basis, to the performance of the duties
required of him as an executive of Company. Notwithstanding the foregoing, Executive shall be entitled to serve as director (including
service as the Board chairman) on the governing boards of other for-profit or not-for-profit entities and to retain any compensation and
benefits resulting from such service, so long as such service does not unduly interfere with his duties under this Agreement.
3. Compensation . As compensation for his services during the term of this Agreement, Executive shall receive the amounts and
benefits set forth in this Section3 all effective as of the Effective Date unless otherwise specified:
(a)An annual salary of $690,000 (“Base Salary”) prorated for any partial year of employment. As soon as reasonably practicable after
the close of Company’ s current fiscal year and the close of each fiscal year thereafter, the Base Salary shall be subject to review by the
Compensation Committee of the Company’ s Board of Directors for increases in light of the size and performance of Company. The
Base Salary, as adjusted in accordance with this subsection (a), shall remain in effect unless and until it is increased in accordance with
this subsection (a). Executive’ s salary shall be payable semimonthly or in accordance with Company’ s regular payroll practices in
effect from time to time for officers of his level in Company.
(b)Participation in the Company’ s management bonus plan, with bonus payments to be determined and paid in accordance with the
terms of the plan. The bonus will be determined by multiplying: (x) the percentage established by the Compensation Committee (not to
be less than 3 times); and (y) the Executive’ s then current base salary.
(c)(i) Participation in the employee benefit plans maintained by Company and in other benefits provided by Company to senior
executives, including retirement and 401(k) plans, deferred compensation, medical and dental, annual vacation, paid holidays, sick
leave, and similar benefits, which are subject to change from time to time at the reasonable discretion of Company.
2002. EDGAR Online, Inc.