eTrade 2009 Annual Report Download - page 248

respective heirs, legal representatives, successors and assigns. The duties, responsibilities and obligations of Executive under
this Agreement shall be personal and not assignable or delegable by Executive in any manner whatsoever to any person,
corporation, partnership, firm, company, joint venture or other entity. Executive may not assign, transfer, convey, mortgage,
pledge or in any other manner encumber the compensation or other benefits to be received by him or any rights which he may
have pursuant to the terms and provisions of this Agreement.
(b) Amendments; Waiver: No provision of this Agreement shall be modified, waived or discharged unless the modification,
waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company. No waiver by
either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition or provision at another time.
(c) Notices: Any notices to be given pursuant to this Agreement by either party to the other party may be effected by
personal delivery or by overnight delivery with receipt requested. Mailed notices shall be addressed to the parties at the
addresses stated below, but each party may change its or his address by written notice to the other in accordance with this
Paragraph:
Mailed notices to Executive shall be addressed to the last known address provided by Executive to the Company,
Mailed notices to the Company shall be addressed as follows:
E*TRADE Financial Corporation
135 E. 57 St.
New York, NY, 10022
Attention: Executive Vice President Human Resources
(d) Entire Agreement: This Agreement constitutes the entire employment agreement between Executive and the Company
regarding the terms and conditions of his employment and any amounts due on termination of such employment, with the
exception of (i) the Agreement Regarding Employment and Proprietary Information and Inventions between the Company and
Executive, (ii) the Restricted Stock Unit Agreement representing the award granted September 8, 2009 and any stock option,
restricted stock, restricted stock unit award or other Company stock-based award agreements between Executive and the
Company to the extent not modified by this Agreement, (iii) any indemnification agreement referenced in Section 1 and (iv) the
Company’s employee benefit plans referenced in Section 3(c). This Agreement (including the documents described in
(i) through (iv) herein) supersedes all prior negotiations, representations or agreements between Executive and the Company,
whether written or oral, concerning Executive’s employment by or service to the Company.
(e) Withholding Taxes: All payments made under this Agreement shall be subject to reduction to reflect taxes required to
be withheld by law.
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