-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ehf3mzRLSSqE5bfZQnsItgiWWKFh98ILW229UWrHIlrH4Do3YYGzKas0tWKXnFRW ei2pPcmZax5D4Pg5faczIg== 0000950103-08-001145.txt : 20080425 0000950103-08-001145.hdr.sgml : 20080425 20080425171922 ACCESSION NUMBER: 0000950103-08-001145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080422 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080425 DATE AS OF CHANGE: 20080425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E TRADE FINANCIAL CORP CENTRAL INDEX KEY: 0001015780 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 942844166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11921 FILM NUMBER: 08778608 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6503316000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: E TRADE GROUP INC DATE OF NAME CHANGE: 19960531 8-K 1 dp09669_8k.htm
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:  April 22, 2008
(Date of earliest event reported)


E*TRADE FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)


Delaware
1-11921
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 April 25, 2008, E*TRADE Financial Corporation (the “Company”) announced that Robert J. Simmons, the Company’s Chief Financial Officer, will be departing on or before May 9, 2008.  Matthew J. Audette will serve as acting Chief Financial Officer while the Company commences a search for a permanent chief financial officer.  Mr. Audette, age 33, has served as the Company’s controller and executive vice president since July 2005 and has served in various other finance and accounting positions with the Company and its affiliates since 1999, including serving as chief financial officer of E*TRADE Bank since 2004.  Mr. Simmons will remain with the Company on an interim basis to assist with the transition and, pursuant to his employment agreement dated September 1, 2004, will be eligible for severance benefits of one times his base salary and target bonus, a prorated target bonus for the current year and one year of continued health and life insurance benefits.
 
The Company previously announced that R. Jarrett Lilien, the Company’s President and Chief Operating Officer and a member of the Board of Directors, would be departing the Company.  On April 22, 2008, the Company entered into a separation agreement with Mr. Lilien reflecting his termination of employment on April 22, 2008.  The Company agreed to provide Mr. Lilien with separation pay of $4.3 million (two times the sum of his base salary and target bonus) and two years of continued health and life insurance benefits.  In addition, Mr. Lilien was awarded a partial bonus of $1.4 million for 2008, reflecting his being Acting Chief Executive Officer during a critical period when the company and client business was stabilized and the company's turnaround plan developed.  Mr. Lilien will receive vesting of certain equity awards that would have vested within approximately six weeks of his departure date.  Mr. Lilien agreed to provide consulting services until May 16, 2008 in order to ensure an orderly transition.

In addition, on April 22, 2008, the Company entered into a separation agreement with Arlen W. Gelbard, the Company’s General Counsel and Corporate Secretary, pursuant to which Mr. Gelbard’s employment with the Company ended on April 22, 2008.  The separation agreement provides that pursuant to Mr. Gelbard’s employment agreement dated September 1, 2004, he will receive separation pay equal to one times his base salary and target bonus, a prorated target bonus for the current year and one year of continued health and life insurance benefits.  In addition, Mr. Gelbard will receive vesting of certain equity awards that would have vested within approximately six weeks of his departure date.  Mr. Gelbard agreed to provide legal consulting services until the Company’s stockholder meeting on May 16, 2008.  Russell S. Elmer will act as General Counsel and Corporate Secretary on an extended interim basis.  Mr. Elmer previously served as the Company’s General Counsel for six years prior to resigning in June 2007.  Each departing officer signed a general release of claims.
 
 
 

 
 
 
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.
 
 
 
E*TRADE FINANCIAL CORPORATION
 
  
Dated:  April 25, 2008
By:
/s/ Russell S. Elmer
  
   
Russell S. Elmer
  
   
General Counsel and
Corporate Secretary
  
   
 
  
   
 
  
 
 
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