eTrade 2009 Annual Report Download - page 242

during a Change in Control Period, then subject to Executive signing and not revoking the Release (so long as such Release is
signed in a period such that the payment may be made no later than 2 and 1/2 months following the end of the year in such
termination of employment occurs), Executive shall receive the following benefits, in addition to any compensation and benefits
earned and unpaid under Section 3 through the date of Executive’s termination of employment:
(i) a lump sum cash severance payment equal to two times the sum of (x) Executive’s annual Base Salary and
(y) Executive’s annual cash performance bonus at the target payment level, which payment shall be paid within 30 days
following the effectiveness of the Release;
(ii) a pro rata share of the target performance bonus for the year in which termination of employment occurs, provide
d
that the Company’s performance meets the target performance level for the year of termination, as determined at year-end,
which payment shall be paid no later than 2 and 1/2 months following the end of the year in such termination of
employment occurs;
(iii) each Equity Grant shall become fully vested and, if applicable, exercisable (and any forfeiture provision shall
lapse) in full as of the later of the date of Executive’s termination of employment or the last day following Executive’s
execution of the Release on which Executive may revoke such Release under its terms;
(iv) reimbursement for the cost of medical coverage at a level equivalent to that provided by the Company
immediately prior to termination of employment, through the earlier of: (A) 24 months following Executive’s termination
of employment, or (B) the time Executive begins alternative employment; provided that (x) it shall be the obligation of
Executive to inform the Company that new employment has been obtained and (y) such reimbursement shall be made by
the Company subsidizing or reimbursing COBRA premiums or, if Executive is no longer eligible for COBRA continuation
coverage, by a lump sum payment based on the monthly premiums immediately prior to the expiration of COBRA
coverage.
(c) Death or Disability.
(i) In the event of Executive’s death, all Equity Grants held by Executive, to the extent then outstanding, shall become
fully vested and, if applicable, exercisable (and any forfeiture provision shall lapse) as of the date of Executive’s death.
(ii) In the event the Executive’s employment terminates as a result of his death or Permanent Disability, Executive (or
Executive’s estate, as applicable) shall be entitled to a pro rata share of the Executive’s cash or other performance bonus to
the date of death or Permanent Disability.
(d) Other Termination: In the event of a termination of Executive’s employment not specified under Section 5(a), Section 5
(b) or Section 5(c) above, including, without limitation, a termination for Cause, Executive shall not be entitled to any
compensation or benefits from the Company, other than those earned and unpaid under Section 3 through the date of his
termination and, in the case of each stock option, restricted stock
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