eTrade 2008 Annual Report Download - page 257

(ii) a lump sum payment equivalent to two years Base Salary (as it was in effect immediately prior to the Change in
Control); and
(iii) a lump sum payment equivalent to two year’s Target Bonus under the Performance Bonus Plan in effect
immediately prior to the year in which the Change in Control occurs, with the payment equivalent to the amount that would be paid if
all performance targets were met (and not exceeded).
The amount payable to Executive under subsections (ii) and (iii), above, shall be paid to Executive in a lump sum within ten
(10) business days following the later of Executive’s termination of employment or the last day following Executive’s execution of
the Release or on which Executive may revoke such Release under its terms.
(d) Equalization Payment: If: (A) a Change in Control Period begins on or before December 31, 2004; and (B) Executive’s
employment with the Company terminates as a result of an Involuntary Termination occurring during the Change in Control Period,
then, in addition to the benefits described in subsection (c) or (d) above, the Company will also pay Executive a tax equalization
payment, which shall be in an amount which, when added to the other amounts payable, will place Executive in the same after-tax
position as if the excise tax penalty of Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor
statue of similar import, did not apply to any of the amounts payable under this Section 5 including any amount paid under this
subsection (c) or (d). The amount of this tax equalization payment shall be determined by Company’s independent accountants and
shall be payable to Executive at the same time as the other severance payments under this Section 5. The Compensation Committee of
the Board of Directors will review the appropriateness of any such payment for each calendar year beginning on or after January 1,
2005 and will determine whether to maintain this provision by resolution adopted on or before December 31 of the preceding year. In
the event no such resolution is adopted, there will be no equalization payment.
(e) Involuntary Termination in the Absence of Change in Control: In the event that Executive’s employment is terminated
by the Company without Cause or by the Executive for Good Reason prior to the beginning of, or following the end of, a Change in
Control Period then Executive shall receive the following benefits:
(i) all compensation and benefits earned under Section 3 through the date of Executive’s termination of
employment, including any bonus that has been earned but not yet paid plus a pro-rata share of the Target Bonus (presuming
performance at the “meets expectations” level and no greater); and
(ii) a lump sum payment equivalent to one year’s Base Salary; and