eTrade 2005 Annual Report Download - page 24

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the prohibition of cumulative voting in the election of directors;
•
a super-majority voting requirement to effect business combinations or certain amendments to our certificate of incorporation
and bylaws;
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limits on the persons who may call special meetings of shareholders;
•
the prohibition of shareholder action by written consent; and
•
advance notice requirements for nominations to the Board of Directors or for proposing matters that can be acted on by
shareholders at shareholder meetings.
Attempts to acquire control of the Company may also be delayed or prevented by our stockholder rights plan, which is designed to
enhance the ability of our Board of Directors to protect shareholders against unsolicited attempts to acquire control of the Company
that do not offer an adequate price to all shareholders or are otherwise not in the best interests of the Company and our shareholders.
In addition, certain provisions of our stock incentive plans, management retention and employment agreements (including severance
payments and stock option acceleration), and Delaware law may also discourage, delay or prevent someone from acquiring or merging
with us.
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2006. EDGAR Online, Inc.