eTrade 2009 Annual Report Download - page 233

(b) Upon completion of the Transition Period in exchange for the services described in Section 1(c) during the Transition
Period, a lump sum payment of $1,500,000.00 (the “Transition Payment”), subject to Executive having signed a release of
claims in the form set forth on Exhibit A hereto (the “Release”), which unless otherwise requested by Executive shall be paid by
wire transfer on the day following the date on which the Release becomes effective and irrevocable (or as promptly as
practicable thereafter). Notwithstanding the foregoing, in the event that the Executive engages in an act that would give rise to
“Cause” as defined in his existing employment agreement, or in the event that he materially breaches the terms of this
Agreement, he shall forfeit the Transition Payment.
3. Other Benefits.
(a) The Company shall pay for the reasonable attorney’s fees and expenses incurred by Executive in connection with the
review and negotiation of this Agreement, such payment to be made no later than 60 days after the date hereof.
(b) The Company agrees to provide to Executive the use of an office through the first anniversary of the last day of his
employment, along with other routine support services (e.g., email access) and either (i) email access and desk space to an
assistant who will be paid by Executive personally or (ii) reasonable assistant services from existing Company resources.
4. Tax Matters: All amounts referenced in Section 2 and elsewhere in this Agreement shall be subject to any required tax
withholding by the Company. The payments under Section 2 are intended to qualify for the short-term deferral exception to
Section 409A of the Code and therefore, for the avoidance of doubt, shall in no event be paid later than March 15, 2010.
5. Continuing Agreements: The Employment Agreement shall remain in effect during the Transition Period, and Executive shall
continue to be bound by and comply with the Agreement Regarding Employment and Proprietary Information and Inventions
between the Company and Executive. Executive shall retain his equity incentive awards on their existing terms, as set forth in the
applicable award agreements and the Employment Agreement.
6. Necessary Approvals. If after the date of this Agreement, any amounts payable hereunder become prohibited by applicable
law or regulation, the Company and Executive will work together to honor the intent of this Agreement in a manner that complies
with applicable regulatory authority.
7. Mutual Non-Disparagement; Disclosure of Agreement: During and following Executive’s employment with the Company,
Executive agrees that he shall not disparage the Company or any of its current or future officers, directors, employees with whom he
is acquainted, or its current products or services, and the Company agrees that it
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