Exhibit 10.11
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This form of Note Secured by Stock Pledge Agreement is identical for all listed
executive officers except for the variables set forth below:
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Date One
Number of Year from Due Date
Name of Officer Principal Amount Date Shares Date of Note of Note
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Christos M. Cotsakos $14,370,100.97 5/24/2000 1,730,572 5/24/2001 6/24/2001
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Jerry Gramaglia $ 923,625.21 6/2/2000 100,000 6/2/2001 7/2/2001
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Michael Sievert $ 73,161.65 6/2/2000 7,000 6/2/2001 7/2/2001
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Connie M. Dotson $ 1,324,493.78 5/30/2000 157,064 5/30/2001 6/30/2001
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Leonard C. Purkis $ 1,835,048.96 5/30/2000 200,000 5/30/2001 6/30/2001
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Pamela Kramer $ 80,337.86 6/2/2000 7,184 6/2/2001 7/2/2001
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E*TRADE GROUP, INC.
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NOTE SECURED BY STOCK PLEDGE AGREEMENT
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$[Principal Amount] [Date]
Menlo Park, California
FOR VALUE RECEIVED, [Name of Officer] ("Maker") promises to pay to the
order of E*TRADE Group, Inc., a Delaware corporation (the "Corporation"), at its
corporate offices at 4500 Bohannon Drive, Menlo Park, California 94025, the
principal sum of [Principal Amount], together with all accrued interest thereon,
upon the terms and conditions specified below.
1. Purchase Money Indebtedness. The proceeds of this Note shall be
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applied solely and exclusively to the payment of the purchase price of [Number
of Shares] shares of the Corporation's common stock acquired this day by Maker
(the "Purchased Shares"), and those Purchased Shares shall be held in pledge by
the Corporation as collateral for the payment of this Note.
2. Interest. Interest shall accrue on the unpaid balance outstanding
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from time to time under this Note at the rate of 7.75% per annum, compounded
semi-annually. Accrued and unpaid interest as of [Date One Year from Date of
Note] shall become due and payable on [Date One Year from Date of Note].
Additional accrued but unpaid interest from the period [Date One Year from Date
of Note] through [Due Date of Note] shall become due and payable on [Due Date of
Note].
3. Principal Due Date. Subject to the accelerated payment provisions
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of Paragraph 5 and 6 of this Note, the principal balance of this Note shall
become due and payable in one lump sum on [Due Date of Note].
4. Payment. Payment shall be made in lawful tender of the United
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States and shall be applied first to the payment of all accrued and unpaid
interest and then to the payment of principal. Prepayment of the principal
balance of this Note, together with all accrued and unpaid interest on the
portion of principal so prepaid, may be made in whole or in part at any time
without penalty.
5. Events of Acceleration. The entire unpaid principal balance of
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this Note, together with all accrued and unpaid interest, shall become
immediately due and payable prior to the specified due date of this Note upon
the occurrence of one or more of the following events:
A. the failure of the Maker to pay any installment of principal
or accrued interest under this Note when due and the continuation of such
default for more than thirty (30) days; or
B. the expiration of the thirty (30)-day period following the
date the Maker ceases for any reason to remain in the employ of the
Corporation; or
C. the insolvency of the Maker, the commission of any act of
bankruptcy by the Maker, the execution by the Maker of a general assignment
for the benefit of creditors, the filing by or against the Maker of any
petition in bankruptcy or any petition for relief under the provisions of
the Federal bankruptcy act or any other state or Federal law for the relief
of debtors and the continuation of such petition without dismissal for a
period of thirty (30) days or more, the appointment of a receiver or
trustee to take possession of any property or assets of the Maker or the
attachment of or execution against any property or assets of the Maker; or
D. an acquisition of the Company (whether by merger, sale of
all or substantially all of the Company's assets or sale of more than fifty
percent (50%) of the Company's outstanding voting securities) for
consideration payable in cash or freely-tradable securities; provided,
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however, that if the Pooling of Interest Method, as described in Accounting
Principles Board Opinion No. 16, is used to account for the acquisition for
financial accounting purposes, then acceleration of this Note shall not
occur until the end of the sixty (60)-day period immediately following the
close of the applicable transfer restriction period required under
Accounting Series Release Numbers 130 and 135; or
E. the occurrence of any event of default under the Stock
Pledge Agreement securing this Note or any obligation secured thereby.
6. Special Acceleration Event. In the event the Maker sells or
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otherwise transfers for value one or more shares of the Corporation's common
stock purchased with the proceeds of this Note, then any unpaid portion of the
principal balance of this Note attributable to the purchase price of those
shares shall become immediately due and payable, together with all accrued and
unpaid interest on that principal portion.
7. Employment. The Maker shall be deemed to continue in employment
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with the Corporation for so long as he or she renders services as an employee of
the Corporation or one or more of the Corporation's fifty percent (50%) or more
owned (directly or indirectly) subsidiaries.
8. Security. Payment of this Note shall be secured by a pledge of
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the Purchased Shares with the Corporation pursuant to the Stock Pledge Agreement
to be executed this date by the Maker. The Maker, however, shall remain
personally liable for payment of this Note, and assets of the Maker, in addition
to the collateral under the Stock Pledge Agreement, may be applied to the
satisfaction of the Maker's obligations hereunder.
9. Collection. If action is instituted to collect this Note, the
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Maker promises to pay all costs and expenses (including reasonable attorney
fees) incurred in connection with such action.
10. Waiver. A waiver of any term of this Note, the Stock Pledge
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Agreement or of any of the obligations secured thereby must be made in writing
and signed by a duly-authorized officer of the Corporation and any such waiver
shall be limited to its express terms.
No delay by the Corporation in acting with respect to the terms of
this Note or the Stock Pledge Agreement shall constitute a waiver of any breach,
default, or failure of a condition under this Note, the Stock Pledge Agreement
or the obligations secured thereby.
The Maker waives presentment, demand, notice of dishonor, notice of
default or delinquency, notice of acceleration, notice of protest and
nonpayment, notice of costs, expenses or losses and interest thereon, notice of
interest on interest and diligence in taking any action to collect any sums
owing under this Note or in proceeding against any of the rights or interests in
or to properties securing payment of this Note.
11. Conflicting Agreements. In the event of any inconsistencies
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between the terms of this Note and the terms of any other document related to
the loan evidenced by the Note, the terms of this Note shall prevail.
12. Governing Law. This Note shall be construed in accordance with
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the laws of the State of California without resort to that State's conflict-of-
laws rules.
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[Name of Officer], MAKER