eTrade 2002 Annual Report Download - page 206

information, personnel-related information, marketing, finances and other business information disclosed to Executive by the Company either
directly or indirectly in writing, orally or by drawings or observation. Executive further understands that Confidential Information does not
include any of the foregoing items which has become publicly known and made generally available through no wrongful act of his or of others
who were under confidentiality obligations as to the item or items involved.
(b)Executive agrees to cooperate fully with the Company, its Board of Directors and its management following the termination of his
employment on matters within the scope of his experience while employed by the Company, including, but not limited to (i) provision of any
information, document, or other instrument reasonably requested by the Board, any committee thereof, or the senior management of the
Company; (ii) rendering support and assistance to the Company, its subsidiaries and its affiliated entities in connection with litigation or
arbitration involving any of such entities, whether or not currently pending; and (iii) assisting the Company, its subsidiaries and its affiliated
entities with any inquiry, investigation or proceeding of any regulatory agency or body involving any of such entities. The Company shall
reimburse the Executive for expenses reasonably incurred by him in complying with his obligations hereunder, in accordance with the
Company’ s normal expense reimbursement policies for senior executives.
5. Indemnification .The Company will continue to cover Executive under its directors and officers liability insurance policy, and will
indemnify and defend Executive as provided under Delaware and California law and the terms of the Company’ s by-laws, for any and all past,
present or future claims arising out of the performance of Executive’ s duties while employed by the Company through the Resignation Date.
6. Withholding .
(a)Any payment due to Executive hereunder shall be subject to withholding of any federal, state or local taxes that may be required to be
withheld.
(b)The Company may withhold from any payment due to Executive hereunder any amount owed by Executive to the Company, its subsidiaries
and its affiliated entities.
7. Release of Claims .In exchange for the benefits described in this Agreement, Executive, on behalf of himself and his successors and assigns,
hereby releases and absolutely discharges the Company, including each and every of its subsidiaries and other affiliated entities (including, but
not limited to, E*TRADE Securities, Incorporated), and their shareholders, directors and
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2003. EDGAR Online, Inc.