eTrade 2009 Annual Report Download - page 239

whatever form existing (whether written, computerized or otherwise) of any and all confidential information or documents of the
Company.
Indemnification. The Company shall indemnify you and hold you harmless from and against any and all losses, claims,
damages, liabilities, penalties, obligations, judgments, awards, costs, fees, expenses and disbursements, including without limitation
the costs, fees, expenses and disbursements of counsel and others, as and when incurred, from the first dollar, of investigating,
preparing or defending any pending or threatened action, claim, suit, proceeding or investigation, directly or indirectly caused by,
relating to, based upon, arising out of or in connection with the performance by you of services to the Company pursuant to this letter
agreement, other than as is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have
resulted primarily and directly from your gross negligence, bad faith or willful misconduct. The Company shall be entitled to
participate in and control the defense of any such proceeding under this provision at its sole cost and expense.
Termination. Your consulting services hereunder may be terminated at any time by either you or the Company upon written
notice to the other party. Such termination for any reason shall not affect any obligations of either party which have arisen prior to
such termination.
Miscellaneous. This letter agreement describes the entire terms and conditions of your engagement by the Company during the
Consulting Period. Nothing in this letter agreement shall amend or terminate any other agreement between you and the Company,
whether related to the terms of your employment prior to the Consulting Period or the termination of such employment. This letter
agreement will be governed by the laws of the State of New York.
2
Sincerely,
E*TRADE FINANCIAL CORPORATION
Agreed and accepted:
/s/ Donald H. Layton Dated: December 21, 2009
(Signature)