eTrade 2009 Annual Report Download - page 225

ARTICLE 11
Definitions
Whenever the following words or phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified
below.
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affiliated with the Company, the Participant’s Employer or any successor thereto in any jurisdiction.
11.1 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary, Bonus and Commissions that a
Participant elects to have, and is deferred, for any one Plan Year.
11.2 “Base Annual Salary” shall mean the annual cash compensation relating to services performed during any calendar year,
whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding
bonuses, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non- monetary awards, Commissions
and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such
allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for
compensation voluntarily deferred, or contributed by, the Participant pursuant to all qualified or non-qualified plans of any
Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code
sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such
amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been
payable in cash to the Employee.
11.3 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance this Plan, that are
entitled to receive distributions under this Plan upon the death of a Participant.
11.4 “Beneficiary Designation Form” shall mean the form established from time-to-time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or more Beneficiaries.
11.5 “Boar
d
” shall mean the board of directors of the Company.
11.6 “Bonus” shall mean any compensation, in addition to Base Annual Salary relating to services performed during any calendar
year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year,
payable to a Participant as an Employee under any Employer’s Bonus and cash incentive plans, including any bonuses paid
semi-annually based on commissions paid to a Related Company, and excluding stock options.
11.7 “Change in Control” shall mean the first to occur of any of the following events: