eTrade 2008 Annual Report Download - page 260

duties immediately prior to such change. For purposes of this subsection, in addition to any other change in title, authority,
responsibilities or duties, the following changes shall constitute an event of “Good Reason”; (i) an individual who held a position in
an independent, publicly held company prior to the Change in Control holds a position in a subsidiary company following the Change
in Control; and (ii) an individual who reported directly to the COO, CEO or Board of Directors of a publicly held company prior to
the Change in Control reports to an individual or entity that is not, respectively, the COO, CEO or Board of Directors of a publicly
held company.
(iii) the relocation of Executive’s principle workplace to a location greater than fifty (50) miles from the prior
workplace;
(iv) any material breach by the Company of any provision of this Agreement, which breach is not cured within thirty
(30) days following written notice of such breach from Executive;
(v) any failure of the Company to obtain the assumption of this Agreement by any successor or assign of the
Company and to produce a written confirmation of that assumption after written request by Executive; or
(vi) any purported termination of Executive’s employment for “material breach of contract” which is purportedly
effected without providing the “cure” period, if applicable, described in Section 6(a)(vi), above.
(e) “Incumbent Directors” shall mean members of the Board who either (i) are members of the Board as of the date hereof,
or (ii) are elected, or nominated for election, to the Board with the affirmative vote of at least a majority of the Incumbent Directors at
the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of members of the Board).
(f) “Involuntary Termination” shall mean the occurrence of either of the following:
(i) termination by the Company of Executive’s employment with the Company for any reason other than Cause; or
(ii) Executive’s resignation from employment for Good Reason within six (6) months following the occurrence of
the event constituting Good Reason.
For the purposes of any determination regarding the existence of Good Reason hereunder, any claim by Executive that Good Reason
exists shall be presumed to be correct unless the Company establishes to the Board that Good Reason does not exist, and the Board,
acting in good faith within thirty days of receipt of a resignation letter from Executive, affirms such determination by a vote of not
less than two-thirds of its entire membership, In the event that the Board disagrees with Executive’s purported Good Reason, the
matter shall be submitted to arbitration as provided