eTrade 2009 Annual Report Download - page 232

Exhibit 10.20
TRANSITION AGREEMENT
This Agreement dated September 8, 2009 is between Donald H. Layton (“Executive”) and E*TRADE Financial Corporation
(the “Company”) (the “Parties”).
WHEREAS, the Parties entered into the Employment Agreement, dated as of March 2, 2008 (the “Employment Agreement”),
pursuant to which Executive agreed to serve as the Company’s Chief Executive Officer until December 31, 2009, or until such earlier
time as a successor Chief Executive Officer was hired, or one of the Parties otherwise terminated the relationship; and
WHEREAS, the Parties wish to set forth their intentions and commitments regarding the transition of the Executive during the
remaining portion of his term as Chief Executive Officer.
1. Transition.
(a) The Parties hereby agree that Executive’s employment with the Company will continue until the earlier of: (i) the date
on which the Company hires a new Chief Executive Officer; or (ii) December 31, 2009 (as applicable, the “Transition
Period”), unless Executive’s employment is otherwise terminated by either Party prior to the end of the Transition Period in
accordance with the Employment Agreement. Upon completion of the Transition Period, Executive shall resign (and the
Company shall accept such resignations) from any and all director, manager, officer, employee, or other positions he may hold
with the Company, its subsidiaries and any of its affiliates and from the Board of Directors of the Company and the board of
directors or any subsidiary of the Company on which Executive serves.
(b) During his continued employment during the Transition Period, Executive shall continue to receive the salary and
benefits set forth in the Employment Agreement, in addition to the benefits set forth in Section 2 below.
(c) Executive agrees to actively assist in the search for and transition to a permanent Chief Executive Officer during the
Transition Period, including undertaking all necessary corporate communications, using best efforts to keep the management
team together, maintaining relationships with regulators and analysts, assisting in the search for a permanent Chief Executive
Officer and in the transition of Executive’s responsibilities.
2. Special Recognition Awards. To recognize Executive’s successful efforts in the recapitalization and stabilization of the
Company since his hiring, Executive shall receive the following cash awards subject to his continued employment during the
Transition Period:
(a) A payment of $375,000 per month, payable effective starting September 1, 2009 through December 31, 2009.