eTrade 2008 Annual Report Download - page 263

Mailed notices to the Company shall be addressed as follows:
E*TRADE Financial Corporation
671 North Glebe Road
Arlington, VA 22203
Attention: General Counsel
(d) Entire Agreement: This Agreement constitutes the entire employment agreement between Executive and the Company
regarding the terms and conditions of his employment, with the exception of (i) the offer letter between the Company and the
Executive dated May 28, 2004; (ii) the agreement described in Section 7 and (iii) any stock option, restricted stock or other Company
stock-based award agreements between Executive and the Company. This Agreement (including the documents described in (i),
(ii) and (iii) herein) supersedes all prior negotiations, representations or agreements between Executive and the Company, whether
written or oral, concerning Executive’s employment by the Company.
(e) Withholding Taxes: All payments made under this Agreement shall be subject to reduction to reflect taxes required to
be withheld by law.
(f) Counterparts: This Agreement may be executed by the Company and Executive in counterparts, each of which shall be
deemed an original and which together shall constitute one instrument.
(g) Headings: Each and all of the headings contained in this Agreement are for reference purposes only and shall not in any
manner whatsoever affect the construction or interpretation of this Agreement or be deemed a part of this Agreement for any purpose
whatsoever.
(h) Savings Provision: To the extent that any provision of this Agreement or any paragraph, term, provision, sentence,
phrase, clause or word of this Agreement shall be found to be illegal or unenforceable for any reason, such paragraph, term, provision,
sentence, phrase, clause or word shall be modified or deleted in such a manner as to make this Agreement, as so modified, legal and
enforceable under applicable laws. The remainder of this Agreement shall continue in full force and effect.
(i) Construction: The language of this Agreement and of each and every paragraph, term and provision of this Agreement
shall, in all cases, for any and all purposes, and in any and all circumstances whatsoever be construed as a whole, according to its fair
meaning, not strictly for or against Executive or the Company, and with no regard whatsoever to the identity or status of any person
or persons who drafted all or any portion of this Agreement.
(j) Further Assurances: From time to time, at the Company’s request and without further consideration, Executive shall, at
the Company’s expense, execute and deliver such additional documents and take all such further action as reasonably requested by
the Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of this Agreement.