eTrade 2012 Annual Report Download - page 205

(ii) Executive’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud,
dishonesty, misappropriation or moral turpitude, or which materially impairs Executive’s ability to perform his duties with
the Company;
(iii) Executive’s intentional and repeated failure to perform lawful stated duties after written notice from the
Company and a reasonable opportunity to cure such failure;
(iv) Executive’s improper disclosure of the Company’s confidential or proprietary information;
(v) any material breach by Executive of the Company’s Code of Professional Conduct, which breach shall be deemed
“material” if it results from an intentional act by Executive and has a material detrimental effect on the Company’s
reputation or business; or
(vi) any material breach by Executive of this Agreement or of any agreement regarding proprietary information and
inventions, which breach, if curable, is not cured within 30 days following written notice of such breach from the
Company.
In the event that the Company terminates Executive’s employment for Cause, the Company shall provide, prior to or
concurrently with the termination of employment, written notice to Executive of that fact, stating with specificity the grounds for
the termination for Cause and the clause in the foregoing definition on which the Company is relying. Failure to provide written
notice that the Company contends that the termination is for Cause shall constitute a waiver of any contention that the
termination was for Cause, and the termination shall be irrebuttably presumed to be an involuntary termination without Cause.
However, if, within 30 days following the termination, the Company first discovers facts that would have established “Cause”
for termination, and those facts were not known by the Company at the time of the termination, then the Company shall provide
Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the
termination, and the Company will pay no severance.
(b) “Change in Control” shall mean the occurrence of any of the following events:
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) or more than one person acting as a group (as determined under Treas. Reg. Section
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