Q1 2005 Exhibit 10.6





                                           Exhibit 10.6




E-LOAN, INC.

2005 EXECUTIVE BONUS PLAN

	PURPOSE OF THE PLAN

	The E-LOAN, Inc. ("Company") 2005 Executive Bonus Plan ("Plan") is established to promote the
interests of the Company by creating an incentive program to (i) attract and retain employees who
will strive for excellence, and (ii) motivate those individuals to set and achieve above-average
objectives by providing them with rewards for contributions to the financial performance of the
Company.



	ADMINISTRATION OF THE PLAN

	The Plan shall be administered by the Compensation Committee of the Company's Board of Directors
(the "Committee").
	The interpretation and construction of the Plan and the adoption of rules and regulations for
administering the Plan shall be made by the Committee. Decisions of the Committee shall be final and
binding on all parties who have an interest in the Plan.



	DETERMINATION OF PARTICIPANTS

Executive officers of the Company shall be eligible to participate in the Plan, with actual
participants determined from time-to-time by the Committee together with the Company's Chief
Executive Officer ("CEO") (provided that the Committee shall make all determinations regarding the
granting of bonus awards to the CEO hereunder).

	BONUS AWARDS

	Participants in Part A of the Plan (which shall not include the CEO, who is eligible for a bonus
under Section IV(B) of this Plan) shall be eligible to receive a bonus ("Bonus"), fifty percent
(50%) of which shall be payable under an "Executive Goals Bonus Plan" and the remaining fifty
percent (50%) shall be payable under an "Executive Incentive Compensation Plan." 


	Executive Goals Bonus Plan: Fifty percent (50%) of the Bonus shall be payable on the
basis of achievement of performance goals and objectives set for the individual participant by the
Company's CEO during the performance periods set forth below:


	
Start Date
	
End Date

	
March 15
	
Apr 30

	
May 1
	
August 31

	
September 1
	
December 15

	
 
	
 





Participation in the Executive Goals Bonus Plan shall be set forth in an award
letter delivered to the participant, in substantially the form attached hereto as Exhibit A.
The participant's various performance goals will be communicated to him/her at the commencement of
each performance period.

The Company's CEO will assess the participant's performance for each performance period in
relation to the performance goals and objectives established for such period and will determine the
extent to which those goals and objectives have actually been attained. Based upon such assessment,
the CEO will determine the percentage (0 to 100%) of the actual Bonus payable to a participant based
on his/her target Bonus as set forth in his/her individual award letter.

Payment of Bonuses under the Executive Goals Bonus Plan will be made in accordance with the terms
of the participant's individual award letter and subject to the additional eligibility terms set
forth therein. 

	Executive Incentive Compensation Plan: Fifty percent (50%) of the Bonus shall be payable
on the basis of achievement by the Company of Net Income amounts for the 2005 fiscal year
established by the Committee together with the Company's CEO. The total amount of each Bonus payable
under this plan will be determined in accordance with the following matrix: 


	
FY 2005 Net Income (in Millions)
	
% of Bonus Paid

	
$5.0>
	
25%

	
$8.0>
	
50%

	
$10.0>
	
75%

	
$15.0>
	
100%

	
$23.0>
	
125%

	
$30.0>
	
150%





Participation in the Executive Incentive Compensation Plan and the actual amount
of the Bonus for which each participant is eligible to receive under such plan shall be set forth in
an award letter delivered to the individual participant, in substantially the form attached hereto
as Exhibit B. 

Seventy-five percent (75%) of any Bonuses payable under the Executive Incentive Compensation Plan
will paid following the end of fiscal year 2005 and the remaining twenty-five percent (25%) shall be
payable within thirty (30) days after the close of the 2006 fiscal year.

Determination of "Net Income" will be made in accordance with the terms set forth in each
participant's award letter.

	CEO Bonus Plan. The CEO shall be entitled under this Plan to a bonus of $100,000 if the
Company achieves $166 million in revenues and $7.3 million in operating income (the "Financial
Benchmarks") during fiscal 2005, on the basis of the Company's audited financial statements for such
year. In addition, the CEO will be eligible to receive an additional $50,000 in the event that the
Company exceeds the Financial Benchmarks to a degree determined significant by the
Committee.
	GENERAL PROVISIONS

	Neither the action of the Company in establishing the Plan, nor any action taken under the Plan
by the Committee, nor any provision of the Plan, shall be construed so as to grant any person the
right to remain in the employ of the Company or its subsidiaries for any period of specific
duration. 
	This Plan shall be governed by the laws of the State of California without regard to conflicts
of law principles.
	In the event of a conflict with the terms of this Plan and an individual participant's award
letter, the terms of the award letter shall control. 



















EXHIBIT A

TO:

FROM:[CHIEF EXECUTIVE OFFICER]

RE:2005 EXECUTIVE GOALS BONUS PLAN 

DATED: APRIL 6, 2005

We are pleased to inform you of your selection as a participant in the E-LOAN
2005 Executive Goals Bonus Plan. Under the plan, you will have the opportunity to earn one or more
bonuses during the 2005 fiscal year. There will be three potential bonus opportunities in total.
Each bonus will relate to a specific performance period and will be based upon (i) the achievement
of the performance goals or projects established by the Chief Operating Officer within the first
thirty days of that performance period and (ii) your continued employment with the Company through
the last day of that performance period.

Performance Periods. The three performance periods for the 2005
fiscal year will be as follows:

Start DateEnd Date

 


	
March 15
	
Apr 30

	
May 1
	
August 31

	
September 1
	
December 15





You will be informed of the applicable goals and projects for each performance
period within fifteen (15) days after establishment of those goals and projects. 

First Payment Period. Your bonus potential for the first
performance period and the applicable performance goals and objectives for that period are set forth
in attached Schedule A. The terms and conditions upon which you may actually earn such a bonus for
the March 15 to May 1, 2005 performance period are as follows: 



(i)The Company's Chief Executive Officer will assess the Company's
performance for that period in relation to the performance goals and objectives established for such
period (as set forth in attached Schedule A) and will determine the extent to which those goals and
objectives have actually been attained. Based upon such assessment, the Chief Executive Officer will
determine the percentage (0 to 100%) of the actual bonus payable to you based on your target bonus
set forth in Schedule A.

 

(ii)You will earn and become entitled to the bonus amount determined
on the basis of the Chief Executive Officer's assessment, only if you remain in
E-LOAN's employ until the last day of the performance period. The bonus for each performance
period is accordingly dependent upon the Chief Executive Officer's assessment of the performance
goals and objectives attained for that performance period and your continued performance of services
as an E-LOAN executive through the end of that performance period. 

(ii)Payment of each bonus to which you become entitled under the 2005
Plan will be made as soon as practicable following the completion of the performance period.

(iii)Each bonus payable to you will be subject to E-LOAN's collection
of all applicable federal, state and local income and employment withholding taxes, and you will
only receive the portion of your quarterly bonus remaining after such taxes have been withheld.

(iv)Should your employment with E-LOAN terminate for any reason prior
to the last day of a performance period, you will not be entitled to any bonus for that performance
period or any subsequent performance period.

Your right to receive a bonus for one or more performance periods under the
2005 Plan may not be transferred or assigned. However, should you die before receipt of any bonus
you actually earn under the 2005 Plan, then that earned but unpaid bonus will be paid to your
estate.

Your selection and participation in the 2005 Plan will not change the "at
will" nature of your employment with E-LOAN. Your employment with E-LOAN is not for any specified
period of time and can be terminated either by you or by E-LOAN at any time, with or without advance
notice, for any or no particular reason or cause. In addition, your job duties, title,
responsibilities, reporting level, compensation and benefits, including your right to earn any
bonuses under the 2005 Plan, as well as the Company's personnel policies and procedures, may be
changed with or without notice at any time in E-Loan's sole discretion. 

Your participation in the 2005 Plan will be governed by the
laws of the State of California without regard to conflicts of laws principles.

We hope that you find the 2005 bonus program a substantial addition to your
compensation package. You will now have the opportunity to earn additional compensation tied to the
Company's financial performance and your continued employment with the Company.

 

Kindly indicate your acceptance of the foregoing terms and conditions
governing your participation in the 2005 Plan by signing and dating the Agreement section below and
returning it to Ro Carbone at the Company within the next five business days.

 

 

AGREEMENT

I hereby accept and agree to all of the foregoing terms and conditions
governing my participation in the 2005 Executive Goals Bonus Plan and understand that my right to
earn a bonus for any performance period under such plan will be dependent upon the attainment of
pre-established performance goals and objectives for that performance period and my continued in
employment with the Company through the end of that performance period. 

 

Signature: ________________________________

Dated: __________________________, 2005


















SCHEDULE A


















EXHIBIT B

TO:

FROM:[CHIEF EXECUTIVE OFFICER]

RE:2005 EXECUTIVE INCENTIVE COMPENSATION PLAN

We are pleased to inform you of your selection as a participant in the E-LOAN
2005 Executive Incentive Compensation Plan (the "2005 Plan"). Under the 2005 Plan, you will have the
opportunity to earn two separate bonuses. The first is a performance bonus which will be based on
the Company's financial performance for the 2005 fiscal year and your continued employment with the
Company through the end of that year, and the second is a retention bonus which will require you to
continue in E-LOAN's employ through the close of the 2006 fiscal year.

The total amount of your incentive compensation under the 2005 Plan will be
dependent upon E-LOAN's Net Income for the 2005 fiscal year and will be determined in accordance
with the following matrix: 


	
FY 2005 Net Income (in Millions)
	
Total Incentive Compensation:

	
>$5.0
	
25% of target

	
>$8.0
	
50% of target

	
>$10.0
	
75% of target

	
>$15.0
	
100% of target

	
>$23.0
	
125% of target

	
>$30.0
	
150% of target





Net Income will be determined in accordance with generally accepted accounting
principles, consistently applied, and will be subject to confirmation by E-LOAN's independent
auditors. However, Net Income will be adjusted to exclude the following: (i) the incentive
compensation accrued by E-LOAN under the 2005 Plan, (ii) all items of income, gain or loss
determined by the E-LOAN Board of Directors to be extraordinary or unusual in nature and not
incurred or realized in the ordinary course of business, whether or not those items would otherwise
be deemed extraordinary in accordance with the standards established by Opinion No. 30 of the
Accounting Principles Board, (iii) the costs and expenses incurred by E-LOAN under applicable
workers compensation laws, but only to the extent such deduction from Net Income is required by
applicable law, and (iv) any income, gain or loss attributable to the business operations of any
entity acquired by E-LOAN during the 2005 fiscal year 

The total amount of your incentive compensation determined pursuant to the
forgoing formula will be divided into two bonus components as follows:

Performance Component: 75% of your total incentive compensation
will be paid as a performance bonus upon the following terms and conditions:

(i)You must continue in E-LOAN's employ until the last day of the
2005 fiscal year in order to earn the performance component of your incentive compensation. The
performance component is accordingly based both on the Net Income realized by E-LOAN for the 2005
fiscal year and your continued performance of services as an E-LOAN executive through the end of
that fiscal year.

(ii)Payment of the performance component will be made as soon as
practicable following confirmation of fiscal year 2005 Net Income by E-LOAN's independent auditors.
No performance bonus will be paid if 2005 Net Income is less than $5.0 million

(iii)The performance bonus payable to you will be subject to E-LOAN's
collection of all applicable federal, state and local income and employment withholding taxes, and
you will only receive the portion of your performance bonus remaining after such taxes have been
withheld.

Retention Bonus: The remaining 25% of your total incentive
compensation under the 2005 Plan will be payable as a retention bonus upon the following terms and
conditions:

(i)The retention bonus is intended to provide you with an incentive
to continue in E-LOAN's employ, and you will only earn and become entitled to the retention
component of your incentive compensation award if you remain in E-LOAN's employ through the last day
of the 2006 fiscal. Accordingly, the retention bonus will be earned solely on the basis of your
fiscal year 2006 employment with E-LOAN, and you will not accrue any right to receive that bonus
unless and until you complete the employment requirement for the 2006 fiscal.

(ii)However, should your employment with E-LOAN terminate during the
2006 fiscal year by reason of your death, disability or your involuntary termination other than for
cause, then you will become entitled to a pro-rata portion of your retention bonus. The pro-rata
amount will be determined through utilization of the Excel DAYS 360 formula and will take into
account the number of days in the 2006 fiscal year which elapse between the start of that fiscal
year and your termination date.

(iii)You will not be entitled to any retention bonus should your
employment with E-LOAN terminate for any reason (other than death, disability or your involuntary
termination other than for cause) prior to the end of the 2006 fiscal year.

(iv)Any retention bonus (whether full or pro-rated) which you earn on
the basis of your employment with E-LOAN during the 2006 fiscal year will be paid to you within
thirty (30) days after the close of that fiscal year. 

(v)The payment will be subject to E-LOAN's collection of all
applicable federal, state and local income and employment withholding taxes, and you will only
receive the portion of your retention bonus remaining after such taxes have been withheld.

Definitions: For purposes of your benefit entitlement under the
2005 Plan, the following definitions will be in effect:

Cause: your employment will be deemed terminated for cause
if such termination is due to (i) your continued failure to perform the duties, responsibilities and
obligations of your position with E-LOAN after written notice from the Company identifying the
performance deficiencies, (ii) your commission of any act of fraud, embezzlement, theft or
dishonesty injurious to the business or affairs of E-LOAN, (iii) your commission of a felony or
other criminal act, (iii) your unauthorized use or disclosure of any confidential information or
trade secrets of E-Loan or any affiliated company, (iv) any willful misconduct on your part
adversely affecting the business or affairs of E-LOAN, (v) a material breach of your obligations
under your Proprietary Information and Inventions Agreement with E-LOAN or (vi) your breach of any
of your fiduciary duties to E-LOAN.

Disability: your inability to perform your usual duties as
an E-LOAN employee by reason of any medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12) months or more. 

Involuntary Termination: E-LOAN's termination of your
employment for any reason other than for cause.

Your right to receive any incentive compensation which you may earn under the
2005 Plan may not be transferred or assigned. However, should you die before receipt of any
incentive compensation you actually do earn under the 2005 Plan, then that earned but unpaid
compensation will be paid to your estate.

Your selection and participation in the 2005 Plan will not change the "at
will" nature of your employment with E-LOAN. Your employment with E-LOAN is not for any specified
period of time and can be terminated either by you or by E-LOAN at any time, with or without advance
notice, for any or no particular reason or cause. In addition, your job duties, title,
responsibilities, reporting level, compensation and benefits, including your right to earn any
bonuses under the 2005 Plan, as well as the Company's personnel policies and procedures, may be
changed with or without notice at any time in E-Loan's sole discretion. 

Your participation in the 2005 Plan will be governed by the
laws of the State of California without regard to conflicts of law principles.

We hope that you find the new incentive compensation program a substantial
addition to your compensation package. You will now have the opportunity to earn additional
compensation tied to the Company's financial performance and your continued employment with the
Company.

Kindly indicate your acceptance of the foregoing terms and conditions
governing your participation in the 2005 Plan by signing and dating the Agreement section below and
returning it to Ro Carbone at the Company within the next five business days.


















AGREEMENT

I hereby accept and agree to all of the foregoing terms and conditions
governing my participation in the 2005 Executive Incentive Compensation Plan and understand that my
right to earn any performance bonus under such plan will be dependent upon E-LOAN's Net Income for
the 2005 fiscal year and my continued in employment with the Company through the end of that fiscal
year and that my right to earn any retention bonus under such plan will be dependent upon my
continued employment with E-LOAN through the 2006 fiscal year. 

 

Signature: ________________________________

Dated: __________________________, 2005