FY2003 10K Exhibit 10.68





                         Exhibit 10.68 



SEPARATION AGREEMENT AND RELEASE OF CLAIMS

THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (the
"Agreement") is entered into by and between E-LOAN, INC., a Delaware
corporation ("Company"), and JOSEPH J. KENNEDY ("Executive").

R E C I T A L S:

WHEREAS, Executive is currently an officer, director and
employee of the Company;

WHEREAS, the parties wish to terminate Executive's employment
and service on the Company's Board of Directors without dispute and pursuant to
the following terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein, it is mutually agreed as follows:

A G R E E M E N T:




	Termination of Employment. Executive hereby
voluntarily resigns as the Company's President and Chief Operating Officer, and
as a director of the Company, and the Company accepts his resignation, effective
as of January 29, 2004. In addition, Executive hereby voluntarily resigns
as an employee of the Company, and the Company accepts his resignation as an
employee effective April 12, 2004 ("Termination Date"). As of the
Termination Date, Executive's employment and all positions and assignments to
and/or with the Company as well as all duties, responsibilities and authorities
with the Company, will terminate.


	Payments and Vesting of Stock Options.



	Accrued Salary and Expenses. As of the Termination
Date, the Company will have paid to Executive all accrued but unpaid salary,
bonus, compensation time, vacation, and unreimbursed business expenses through
the Termination Date. Upon finalizing the calculation of bonus earned on the
Company's 2003 bonus plan, additional monies earned beyond those already paid to
Executive in December 2003 will be paid in February, 2004. If monies paid in
December 2003 represent overpayment of the actual bonus earned by Executive, the
amount of such overpayment will be repaid to the Company by Executive through a
deduction from the separation payment set forth in Section 2(b) below.


	Separation Pay. The Company will pay to Executive
upon the Termination Date, as separation pay, the equivalent of 12 months of the
Executive's current base salary (less required deductions and withholdings, and
not including any bonus) in an aggregate amount equal to $230,000.


	Stock Options. Executive and the Company
acknowledge and agree that (i) as of the date hereof Executive has been
granted stock options (the "Options") under the Company's 1997 Stock Plan
(the "Plan") to purchase an aggregate of 1,422,519 shares of the
Company's common stock (the "Options"),1,228,769 of which Options will
have vested as of the Termination Date and immediately prior to any acceleration
under Section 2(c)(ii) below, and 100,000 of which have already been exercised
as of the date hereof; (ii) subject to Section 8 hereof, all remaining unvested
Options set forth in Exhibit A shall fully vest as of the
Termination Date; (iii) the option exercise price for the Options is as set
forth in Exhibit A to this Agreement; (iv) Executive may
exercise the Options by executing and delivering such forms as are required
under the Plan and the related stock option agreements, by payment of the option
price in such manner as prescribed in the Plan (including by cashless exercise),
and otherwise by complying with the terms of the Plan and related stock option
agreements; (v) as a condition to the exercise of any Option during
Executive's employment, Executive shall pay to the Company an amount equal to
all federal, state and local taxes of any kind that the Company is required to
withhold in connection with the exercise of such Option; and (vi) the
Options shall be exercisable through April 12, 2006.


	Group Medical Benefits and COBRA Rights. The
Company will pay its share of Executive's group health insurance premium through
the Termination Date. Executive's rights, if any, regarding continuation of
group health insurance coverage will be governed by COBRA and applicable state
law, effective April 13, 2004. Information regarding COBRA will be sent to
Executive on the Termination Date. If Executive elects COBRA coverage, the
Company will pay Executive's COBRA payments on his behalf through April 12,
2005.


	Return of Company Property. Executive represents
and warrants that he has returned or will return by the Termination Date all
Company property and equipment in his possession or under his control,
including, but not limited to, all files, memoranda, records, work papers, keys,
credit cards, security access cards, telephone calling cards, manuals,
notebooks, reports and other property of the Company that Executive received
from the Company or its employees or that Executive generated in the course of
employment with the Company. Executive will also turn over to the Company all
embodiments of proprietary information (including, without limitation, notes,
letters, documents, computer files and other records) which are in Executive's
possession or control and shall not retain any copies or summaries of such
records or information. Notwithstanding the foregoing, Executive shall be
entitled to keep the computer he has been issued by the Company.


	Confidentiality and Proprietary
Information.



	Confidential and Proprietary Information. The
Uniform Trade Secrets Act defines a "trade secret" as: information, including a
formula, pattern, compilation, program device, method, technique, or process,
that: (i) derives independent economic value, actual or potential, from no
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy. Executive shall forever hold in strictest confidence
and trust all trade secrets and confidential or proprietary information
of any nature and in any form which is treated as confidential by Company and
which is not generally known to the public, and will not use or disclose for
himself or on behalf of others such trade secrets and confidential or
proprietary information.


	Specific Performance; Injunctive Relief. If
Executive breaches, or threatens to breach, the confidential and proprietary
information covenants described herein, the Company, shall have the right, in
addition to any other rights or remedies which it may have, to seek and obtain
specific performance thereof and to enjoin such breach or threatened breach. The
parties hereto acknowledge and agree that any such breach or threatened breach
will cause irreparable injury to the Company, and that the Company could not be
reasonably or adequately compensated in damages at law. The equitable remedies
provided herein are not exclusive of any other remedy, and each and every remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.


	Indemnification. The Company agrees to indemnify
and hold harmless Executive against any and all Claims (defined below) incurred
or suffered by Executive in connection with his service to or employment with
the Company up to the date of this Agreement to the fullest extent permitted by
the Company's Certificate of Incorporation or Bylaws, directors and officers
liability insurance policy, or as required by any indemnification agreement
between the Company and Executive or applicable law.


	Taxes. Executive agrees to be solely liable for
and pay all taxes, if any, and any costs, interest, assessments, penalties,
damages, attorneys' fees or other losses by reason of the payments set forth
herein and to indemnify and hold the Company harmless from such amounts.
Executive acknowledges that Company has made no representation regarding
taxability of amounts received by Executive under the terms of this
Agreement.


	Release.



	In consideration of the promises and undertakings
contained herein, Executive on behalf of himself, his marital community, heirs,
executors, administrators and assigns ("Executive Associated Persons" and
herein collectively "Executive") hereby releases in full and forever
discharges and acquits the Company and all of its related and affiliated
entities, subsidiaries, as well as its and their former and current employees,
agents, attorneys, shareholders, officers and directors ("Company Associated
Persons") from any and all claims, causes of action, liabilities, demands,
damages, penalties, debts, obligations, actions and causes of action
("Claims") whether now known or unknown, suspected or unsuspected, fixed
or contingent, arising on or before the date hereof including but not limited to
claims arising out of or relating to Executive's employment with the Company or
termination therefrom, EXCEPT that Executive is not releasing,
discharging or acquitting the Company from any Claims arising under the express
terms of this Agreement or his rights to indemnification under the law. This
Separation Agreement and Release specifically refers to and includes rights or
claims arising under the federal Age Discrimination in Employment Act and any
applicable provision of state law.


	Without limiting the generality of the foregoing, the
Claims released herein include any Claims arising out of, based upon or in any
way related to (i) any prior employment agreements or arrangements,
including that certain employment agreement dated March 26, 1999 between the
Company and Executive (the "Employment Agreement"); (ii) any
property, contract or tort claims, including wrongful discharge, breach of
employment contract, breach of the covenant of good faith and fair dealing,
retaliation, intentional or negligent infliction of emotional distress, tortious
interference with existing or prospective economic advantage, negligence,
misrepresentation, breach of privacy, defamation, loss of consortium, breach of
fiduciary duty, violation of public policy or any other common law claim of any
kind; (iii) any violation or alleged violation of Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as
amended (the "ADEA"), the Older Workers Benefit Protection Act of 1990,
the Equal Pay Act, as amended, the Fair Labor Standards Act, the Executive
Retirement Income Security Act, the Americans With Disabilities Act, the Civil
Rights Act of 1866, the Consolidated Omnibus Budget Reconciliation Act, the
California Fair Employment and Housing Act, the California Labor Code, the
California Family Rights Act; (iv) any claims for severance pay, bonus,
sick leave, vacation or holiday pay, life insurance, health, disability or
medical insurance or any other fringe benefit; and (v) any claim relating
to or arising under any other local, state or federal statute or regulation or
principle of common law (whether in contract or in tort) governing the
employment of individuals, discrimination in employment and/or the payment of
wages or benefits.

Executive understands that if any fact with respect to any
matter covered by this Agreement is found to be other than, or different from
the facts now believed by Executive to be true, Executive expressly accepts and
assumes the risk of such possible difference in facts and agrees that this
Agreement shall be, and remain, in full force and effect notwithstanding such
difference in fact.

Executive acknowledges and warrants that there are no claims
or actions currently filed or pending relating to the subject matter of this
Agreement. Executive further agrees that he will not initiate, assist or
encourage any actions unless compelled to do so by subpoena or court order.
Executive agrees that if any claim is brought on his behalf by any governmental
agency or third party, he will not accept any monetary award or restitution
resulting therefrom.


	Review and Revocation Period. Executive acknowledges that he has been
advised to consult an attorney before executing this Agreement and that
Executive has executed this Agreement (including the waiver and release set
forth above which release Executive's rights under the ADEA) after having been
given up to 21 days to review this Agreement and consult legal counsel.
Executive has the right to revoke the waiver and release of claims under the
ADEA within 7 days of signing this Agreement, and the ADEA waiver and release
will not become effective or enforceable until that revocation period has
expired. Should he exercise his right to revoke the ADEA waiver within the 7-day
period following his signing this Agreement, he will not receive the benefits
described above in Sections 2(b), 2(c) or 2(d).


	Company Release. The Company hereby forever and
generally and completely releases and discharges Executive and his or her
agents, successors, heirs, assigns, and affiliates, from any and all claims and
demands of every kind and nature, in law, equity or otherwise, based on any
actions, or failures to act, of Executive, and for damages actual and
consequential, past present and future arising therefrom, EXCEPT that
Company is not releasing, discharging or acquitting Executive from any claims or
demands arising under the express terms of this Agreement. The Company
represents and warrants that it has obtained any necessary approvals or
authorizations from its Board of Directors required to consummate this Agreement
and effectuate the resolution of all claims which are the subject of this
Agreement.


	General Release. The release set forth above is a
general release and, except as expressly provided herein, is intended to
encompass all known and unknown, foreseen and unforeseen claims which either
party may have against the other or any party Associates up to and including the
date of this Agreement. It is further understood and agreed that Executive and
the Company expressly waive all rights under Section 1542 of the Civil Code
of the State of California and any similar law of any state or territory of the
United States. Said section provides as follows:

"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor."


	Non-Disparagement. The parties agree that on and
after the date hereof, neither they, nor any of their respective Associated
Persons nor any authorized representative or agent, will make or publish, either
verbally or in writing, any statement or comment which could be reasonably
interpreted to be derogatory or injurious to either party, including any of
their respective Associated Persons. The parties further agree to specifically
instruct their respective Associated Persons regarding these non-disparagement
provisions. The foregoing notwithstanding, the parties are not precluded from
providing information or making statements or comments to or before any
regulatory or administrative agency, governmental body or court of law when
called upon to do so, which they believe in good faith to be true and which
might otherwise be deemed to violate this section.


	Authority. Both parties warrant and represent that
each has the sole right and exclusive authority to execute this Agreement, and
that neither is restricted in so doing.


	Complete Agreement. This Agreement expresses the
full and complete agreement between the parties regarding the subject matter
hereof, and supersedes and replaces all prior arrangements or agreements
regarding the subject matter hereof, including the Employment Agreement. No
party has been or is being influenced to any extent or is relying upon any
representation, covenant or statement by any other person unless set forth in
this Agreement.


	No Liability. The parties agree and understand
that the payment of monies and giving of other consideration, and the execution
of this release and the agreements contained herein do not constitute nor shall
be construed as an admission of any liability whatsoever by the parties thereto,
or the admission of the validity of any claim made by or against either
party.


	Severability. Should any portion of this Agreement
be declared void or unenforceable, such portion shall be considered severable
from the remainder, the validity of which shall remain unaffected.


	Successors and Assigns. This Agreement, and all
terms and provisions hereof, shall be binding upon and shall inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and assigns. This Agreement shall be expressly assumed by any person
or entity that succeeds to the Company's business by reason of merger,
consolidation, combination, asset purchase or similar transaction, and in such
event such person or entity shall be expressly bound by the terms hereof as if
such person or entity were the original party hereto.


	Representation. Both parties to this Agreement
represent and warrant that this Agreement in all respects has been voluntarily
and knowingly executed by them after having received independent legal advice,
if they desired, from attorneys of their choice. Both parties also represent and
warrant that they have carefully read this Agreement and the contents hereof are
known and understood by them.


	Further Assurances. Executive agrees to assist the
Company and take all reasonable and necessary actions to ensure a professional
transition hereunder.


	Amendment and Waiver. This Agreement may be
amended, modified or supplemented only by a writing executed by both the Company
and Executive. Any party may in writing waive any provision of this Agreement to
the extent such provision is for the benefit of the waiving party. No waiver by
any party of a breach of any provisions of this Agreement shall be construed as
a waiver of any subsequent or different breach, and no forbearance by a party to
seek a remedy for noncompliance or breach by another party shall be construed as
a waiver of any right or remedy with respect to such noncompliance or
breach.


	Rules of Construction. This Agreement has been
negotiated by the parties and is to be interpreted according to its fair meaning
as if the parties had prepared it together and not strictly for or against any
party. All references to "parties" refer to the parties to this Agreement unless
expressly indicated otherwise. References to Sections are to Sections of this
Agreement unless expressly indicated otherwise. References to "provisions" of
this Agreement refer to the terms, conditions and promises contained in this
Agreement. "Including" means "including without limitation" and "includes" means
"includes without limitation." "Or" is inclusive and includes "and." The
headings of the sections of this Agreement are for convenience only and shall in
no way determine any interpretation of this Agreement.


	Counterparts; Facsimile Signatures. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original for all purposes. This Agreement may be executed by a party's signature
transmitted by facsimile ("fax"), and copies of this Agreement executed
and delivered by means of faxed signatures shall have the same force and effect
as copies hereof executed and delivered with original signatures. All parties
hereto may rely upon faxed signatures as if such signatures were originals. Any
party executing and delivering this Agreement by fax shall promptly thereafter
deliver a counterpart signature page of this Agreement containing said party's
original signature. All parties hereto agree that a faxed signature page may be
introduced into evidence in any proceeding arising out of or related to this
Agreement as if it were an original signature page.


	Notices. Any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given
(i) upon personal delivery to the party to be notified; (ii) when sent
by confirmed telex or facsimile if sent during normal business hours of the
recipient, and if not sent during normal business hours, then on the next
business day; (iii) three days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iv) one day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt.


	Governing Law. This Agreement shall be governed by
the law of the State of California applicable to contracts executed and wholly
performed therein.

 

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the dates indicated below.


	
E-LOAN, INC.
By:  /s/ Christian A. Larsen

Christian A. Larsen

Chairman of the Board and

Chief Executive Officer

Dated: 1/29/04
 
	
 

/s/ Joseph J. Kennedy

JOSEPH J. KENNEDY

Dated: 1/29/04

Expiration of Revocation Period: 2/5/04






















                                           Exhibit A



                                   Options as of April 12, 2004  


	
Grant Number
	
Vesting Commencement Date
	
Exercise Price Per Share
	
Total Number of Shares
	
Vested Shares
	
Unvested Shares
	
Exercised Shares

	
00000298
	
02/22/99
	
$2.0000
	
100,000
	
100,000
	
0
	
100,000

	
N0000298
	
02/22/99
	
$2.0000
	
566,372
	
566,372
	
0
	
0

	
A0000298
	
02/22/99
	
$2.0000
	
81,147
	
81,147
	
0
	
0

	
00000896
	
06/23/00
	
$4.5938
	
26,958
	
17,583
	
9,375
	
0

	
00000897
	
06/23/00
	
$4.5938
	
123,042
	
123,042
	
0
	
0

	
00001668
	
05/02/01
	
$1.2600
	
26,629
	
3,668
	
22,961
	
0

	
00001669
	
05/02/01
	
$1.2600
	
123,371
	
105,707
	
17,664
	
0

	
00001826
	
10/08/01
	
$1.3100
	
31,250
	
0
	
31,250
	
0

	
00001827
	
10/08/01
	
$1.3100
	
118,750
	
93,750
	
25,000
	
0

	
00001890
	
12/14/01
	
$1.7700
	
22,245
	
0
	
22,245
	
0

	
00001891
	
12/14/01
	
$1.7700
	
177,755
	
112,500
	
65,255
	
0

	
00003001
	
08/08/03
	
$3.9400
	
15,810
	
15,810
	
0
	
0

	
00003002
	
08/08/03
	
$3.9400
	
9,190
	
9,190
	
0
	
0

	
TOTAL
	
 
	
 
	 	
1,228,769
	
193,750
	
100,000