eTrade 2012 Annual Report Download - page 207

(iii) any material breach by the Company of any provision of this Agreement, which breach is not cured within 30
days following written notice of such breach from Executive; or
(iv) 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;
provided that Executive shall have provided written notice to the Company of the existence of the condition, stating with specificity
the grounds 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 Good Reason within six months following the occurrence of the
event constituting Good Reason.
(h) “Permanent Disability” shall mean Executive’s permanent and total disability within the meaning of Section 22(e)(3)
of the Code.
(i) “Release” shall mean a general release of all known and unknown claims against the Company and its affiliates and
their stockholders, directors, officers, employees, agents, successors and assigns substantially in a form (including non-
disparagement provisions) reasonably acceptable to the Company, which has been signed by Executive and not revoked within
the applicable revocation period; provided that such Release shall not release the right to indemnification or any of the
compensation and benefits Executive is due under Section 5 hereof upon the applicable termination of employment.
(j) “Release Effective Date” shall mean the 8 day following the date on which Executive signs the Release if Executive
has not revoked the Release and subject to Executive signing the Release within 21 days following termination of employment
(or such longer period as required by applicable law or agreed by the parties, but in any event no more than 45 days following
termination of employment).
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