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Exhibit 10.20
TRANSITION AGREEMENT
This Agreement dated December 23, 2010 is between Bruce Nolop (“Executive) and E*TRADE Financial Corporation (the
Company”) (the “Parties”).
WHEREAS, the Parties entered into the Employment Agreement, dated as of September 12, 2008 (the “Employment
Agreement”), pursuant to which Executive agreed to serve as the Company’s Chief Financial Officer until December 31, 2010, or
until such earlier time as one of the Parties otherwise terminated the relationship; and
WHEREAS, the Parties wish to set forth their intentions and commitments regarding the transition of the Executive following
the expiration of his Employment Agreement on December 31, 2010.
1. Transition.
(a) The Parties hereby agree that Executive’s employment as Chief Financial Officer of the Company will end on
December 31, 2010 (theTransition Effective Date”) and, as of such date, the Employment Agreement will terminate by its
terms and no further amounts will be due under the Employment Agreement. Except as set forth in clause (b) below, as of the
Transition Effective Date, Executive hereby resigns from any and all director, manager, officer, employee, or other positions he
may hold with the Company, its subsidiaries and any of its affiliates.
(b) The Parties hereby agree that Executive’s employment with the Company will continue in the capacity of Executive
Advisor until [March 31, 2011] (the “Transition Period”), unless Executive’s employment is otherwise terminated by either
Party prior to the end of the Transition Period.
(c) Executive agrees to assist in the transition of Executive’s responsibilities to the new Chief Financial Officer during the
Transition Period if and when requested by the Company’s Chief Financial Officer.
2. Transition Compensation. In addition to continuing to receive his base salary in effect as of December 2010, while he remains
employed during the Transition Period, Executive shall receive the following compensation:
(a) Executive will remain eligible to receive a cash bonus for 2010 performance, payable no later than March 15, 2011, as
determined by the Company’s Compensation Committee.
(b) If Executive remains employed until March 31, 2011, or if the Company involuntarily terminates Executive without
Cause (as defined in the Employment Agreement) prior to such date, Executive will receive a transition payment equal to
$250,000, payable within 30 days thereafter, subject to Executive having signed and let become effective a release of claims in
the form set forth on Exhibit A hereto (the “Release”).