eTrade 2008 Annual Report Download - page 255

target bonus for meeting established performance objectives, The target bonus at the level of meeting these objectives (and not
performing at a higher or lower threshold) shall be expressed as a multiple of Executive’s Base Salary (the “Target Bonus”).
Executive’s Target Bonus will be one times Executive’s Base Salary, and at the “exceeds” and “substantially exceeds” levels,
Executive will be eligible for a bonus payment equivalent to two times Base Salary. For the first year of employment, Executive will
receive a guaranteed bonus payment of $550,000. This guaranteed payment will be for the first year only, thereafter, any bonus
payment will be made only if performance criteria set forth in the bonus program are met.
4. Equity Compensation Grants: All equity compensation grants (including stock options and restricted stock) shall be governed
by the terms of a stock option or restricted stock agreement setting forth the terms and conditions of the grant. Notwithstanding any
other provision to the contrary contained in any agreement evidencing any current or future stock option, restricted stock award or
other Company stock-based award granted to Executive (and to the extent that such provisions are not already contained in such
agreements precisely as set forth hereunder), each such agreement shall incorporate this Agreement by reference and shall be deemed
to include each of the additional provisions set forth below. The rights provided by this Section 4 shall he in addition to any rights
granted to Executive under any such agreement.
(a) Acceleration of Equity Compensation Vesting Upon Non-Assumption. In the event of a Charge In Control, each
Company stock option and restricted stock award granted to Executive, to the extent then outstanding, shall become fully vested and
exercisable immediately prior to but conditioned upon the consummation of the Change in Control, except to the extent that the
surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), (A) assumes or continues
in effect the Company’s rights and obligations under such option, (B) substitutes for such option a substantially equivalent option for
the Acquiror’s stock or (C) replaces such option or restricted stock award with a cash incentive program pursuant to which Executive
is to be paid for each share of the Company’s common stock subject to such option or award immediately prior to the consummation
of the Change in Control and in accordance with the same vesting schedule applicable to such option or restricted stock award
(including any subsequent acceleration of vesting determined under any other Section of this Agreement) an amount equal to the
excess of the fair market value of the consideration paid by the Acquiror for each share of the common stock of the Company
outstanding immediately prior to the consummation of the Change in Control over the per share exercise price of such option.
(b) Acceleration of Equity Compensation Grant Vesting Upon Involuntary Termination During a Change in Control
Period. If Executive’s employment with the Company terminates as a result of an Involuntary Termination occurring during the
Change in Control Period, then (A) each Company stock option granted to Executive, to the extent then outstanding, shall become
fully vested and exercisable in full as of the later of the date of Executive’s termination of employment or the last day following
Executive’s execution of the Release on which Executive may revoke such Release under its terms and shall remain exercisable in
full until the first to occur of the expiration of a period of three months following the date on which Executive’s employment
terminated or the expiration of such option’s term and (B) each