UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date of
report: December 1, 2009
(Date of
earliest event reported)
E*TRADE
FINANCIAL CORPORATION
(Exact
name of registrant as specified in charter)
|
Delaware
|
1-11921
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94-2844166
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
135
East 57th Street
New
York, New York 10022
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (646) 521-4300
______________________________
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
¨ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
December 1, 2009, E*TRADE
Financial Corporation (the
“Company”) entered into employment agreements with its executive officers (other
than the chief executive officer and the chief financial officer, who already
has an employment agreement). The
Company’s compensation committee approved these employment agreements as part of
its ongoing review of executive compensation in order to have consistent
employment and severance terms among its executive officers and to ensure that
those terms are consistent with current market practice. In
addition to formalizing the employment terms, each agreement provides severance
benefits (including change in control severance benefits) that are similar to
the officers’ existing severance and
employment agreements described in the Company’s most recently filed proxy
statement, except that the officers’ severance benefits (outside of a change in
control) will also include 12 months’ accelerated vesting. Each
employment agreement provides that if the officer is involuntary terminated
without cause or resigns for good reason (including actions by the Company to
materially decrease the officer’s salary or duties) and signs a release, the
officer will receive a prorated bonus for the year of termination (based on
actual performance for the year of termination), one times the sum of salary
plus target bonus, 12 months of health benefits, and 12 months of accelerated
vesting of equity awards. If the termination occurs in connection
with a change in control, the severance benefits will be two times the sum
of salary
plus target bonus, 24 months of health benefits and full accelerated vesting of
equity awards. The employment agreements do not provide for tax
reimbursement payments.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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E*TRADE
FINANCIAL CORPORATION
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Date:
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December
4, 2009
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By:
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/s/
Karl
A. Roessner
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|||
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Name:
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Karl
A. Roessner
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|||||
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Title:
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Corporate
Secretary
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