eTrade 2009 Annual Report Download - page 246

(i) a material decrease in Executive’s Base Salary other than as part of any across-the-board reduction applying to all
senior executives of an acquiror;
(ii) a material, adverse change in Executive’s title, authority, responsibilities or duties, as measured against
Executive’s title, authority, responsibilities or duties immediately prior to such change; provided that for purposes of this
subsection (ii), in addition to any other material, adverse change in title, authority, responsibilities or duties, a material
diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report shall
constitute an event of “Change in Control Period Good Reason”;
(iii) the relocation of Executive’s principal workplace to a location greater than fifty (50) miles from the prior
workplace;
(iv) any material breach by the Company of any provision of this Agreement, which breach is not cured within thirty
(30) days following written notice of such breach from Executive, or the Company’s delivery of written notice of non-
renewal of this Agreement (other than as a result of a termination for Cause) pursuant to Section 2 hereof;
(v) any failure of the Company to obtain the assumption (by operation of law or by contract) of this Agreement by
any successor or assign of the Company; or
(vi) any purported termination of Executive’s employment for “material breach of contract” which is purportedly
effected without providing the “cure” period, if applicable, described in Section 7(a)(vi), above;
provided that Executive shall have provided written notice to the Company of the existence of the condition constituting
Good Reason within 90 days of the initial existence of the condition.
(f) “Incumbent Directors” shall mean members of the Board who either (i) are members of the Board as of the date
hereof, or (ii) are elected, or nominated for election, to the Board with the affirmative vote of at least a majority of the
Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination
is in connection with an actual or threatened proxy contest relating to the election of members of the Board).
(g) “Involuntary Termination” shall mean the occurrence of one of the following:
(i) termination by the Company of Executive’s employment with the Company for any reason other than Cause at any
time;
(ii) Executive’s resignation from employment for Non Change in Control Period Good Reason within six months
following the occurrence of the event constituting Non Change in Control Period Good Reason; or
(iii) during a Change in Control Period, Executive’s resignation from employment for Change in Control Period Good
Reason within six months following the occurrence of the event constituting Change in Control Period Good Reason.
(h) “Non Change in Control Period Good Reason” shall mean any of the following conditions first occurring outside of
a Change in Control Period and occurring without Executive’s written consent:
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