eTrade 2012 Annual Report Download - page 201

shares of the Company’s common stock determined by dividing $9,000,000 by the average of the high and low of the
Company’s stock price on the grant date (the “Initial Equity Awards”). The Initial Equity Awards shall vest in equal annual
installments on each of the first four anniversaries of the Effective Date so long as Executive remains employed with the
Company on the applicable vesting date. The provisions set forth in Section 5 below shall be deemed to be incorporated into any
award agreement with respect to the Initial Equity Awards and shall supersede any provision therein or in the Company’s equity
incentive plan to the contrary.
(b) Other Awards. Executive may be eligible to receive other equity compensation awards from time to time if the Board or
its Compensation Committee, in its sole discretion, determines that such an award(s) is appropriate. Executive acknowledges
and agrees that, other than the Initial Equity Awards, the Company does not currently intend to grant new equity awards to
Executive during the initial Term of this Agreement.
5. Effect of Termination of Employment or Other Events During the Term.
(a) General. Upon any termination of Executive’s employment during the Term, he will be entitled to payment or
provision when due of (1) any unpaid base salary and expense reimbursements and (2) other unpaid vested amounts or benefits
under Company benefit plans, all of which shall be paid as soon as practicable but no later than 2 and / months following the
end of the year in which termination occurs (except to the extent otherwise provided in the applicable plan or by applicable law),
beyond which the Company and he shall have no further obligations to each other, except as specifically set forth in this
Agreement or the agreements set forth in Section 12(d) below or in a subsequent written agreement between Executive and the
Company.
(b) Involuntary Termination. In the event of an Involuntary Termination before the end of the Term, then subject to
Executive signing and not revoking the Release, Executive shall receive the following severance benefits:
(i) a lump sum cash severance payment equal to one times the sum of (x) Executive’s annual Base Salary at the time
of termination and (y) Executive’s Annual Target Bonus, which payment shall be paid within 15 days following the
Release Effective Date;
(ii) a pro rata share of the Annual Target Bonus for the year in which termination of employment occurs; provided
that such payment shall be made only if the Company’s performance meets or exceeds the target performance level for the
year of termination, as determined by the Board or its Compensation Committee following the end of the fiscal year, which
payment shall be paid no later than 2 and 1/2 months following the end of the year in which such termination of
employment occurs;
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