Exhibit 99.1
Form 5 (continuation)
Item 1. X. Xxxxxxx Xxxxxx
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Item 2. E*TRADE Financial Corporation
Item 3. 12/31/2005
Item 4. 02/14/2006
(1) On November 10, 1999, X. Xxxxxxx Xxxxxx (the "Reporting Person") through
Pistons Consultants, Ltd., an entity (the "Entity") wholly owned by the
Reporting Person, entered into a contract (the "Contract") relating to 85,508
shares of common stock of E*TRADE Financial Corporation (the "Base Number of
Shares"), pursuant to which the Entity will deliver on or about November 13,
2006 (the "Valuation Date") a number of shares of common stock (or, at the
option of the Reporting Person, the cash equivalent of such shares), equal to
the lesser of:
(a) the Base Number of Shares
and
(b) the Base Number of Shares multiplied by (1) the sum, determined as
of the Valuation Date, of (A) $31.7270 and (B) the amount, if any, by
which the Final Price (the average price per share at which the
counterparty is able to execute transactions eliminating it hedge
position in respect to this Contract, as determined by the counterparty
during an averaging period beginning not more than five Exchange
Business Days prior to November 13, 2006) exceeds $50.7632, divided by
(2) the Final Price.
In connection with entering into the Contract, the Entity received
aggregate cash consideration of $2,061,813.61. The Entity has pledged the amount
of shares of common stock equal to the Base Amount to secure the obligations
under the Contract. The number of shares reported on Table I does not contain
the 85,508 shares of common stock under contract.
(2) On November 9, 1999, X. Xxxxxxx Xxxxxx (the "Reporting Person") entered into
a contract (the "Contract") relating to 51,232 shares of common stock of E*TRADE
Financial Corporation (the "Base Number of Shares"), pursuant to which the
Reporting Person will deliver on or about November 9, 2006 (the "Valuation
Date") a number of shares of common stock (or, at the option of the Reporting
Person, the cash equivalent of such shares), equal to the lesser of:
(a) the Base Number of Shares
and
(b) the Base Number of Shares multiplied by (1) the sum, determined as
of the Valuation Date, of (A) $32.3536 and (B) the amount, if any, by
which the Final Price (the average price per share at which the
counterparty is able to execute transactions eliminating it hedge
position in respect to this Contract, as determined by the counterparty
during an averaging period beginning not more than five Exchange
Business Days prior to November 9, 2006) exceeds $51.7658, divided by
(2) the Final Price.
In connection with entering into the Contract, the Reporting Person
received aggregate cash consideration of $1,259,730.12. The Reporting Person has
pledged the amount of shares of common stock equal to the Base Amount to secure
the obligations under the Contract. The number of shares reported on Table I
does not contain the 51,232 shares of common stock under contract.
