EX-10.3






Exhibit 10.3




Term Sheet — Peter J. Sidebottom (“Executive”)

Certain capitalized terms used in this Term Sheet have the meanings set forth in Schedule A.




	 	 	 
	Position:

	 	EVP, Product and Marketing, TD Ameritrade
	 
	 	 
	Areas of Responsibility:

	 	Product Development, Marketing and Strategy
	 
	 	 
	Effective Date:

	 	February 17, 2009
	 
	 	 
	Reporting to:

	 	Fred Tomczyk, President and CEO






	 	 	 	 	 	 	 
	Annual Compensation Target:

	 	Base Salary
	 	$	400,000.00	 
	 

	 	Target Bonus*
	 	$	1,400,000.00	 
	 

	 	     Target Bonus Cash Component
	 	$	700,000 	(50%)
	 

	 	     Target Bonus Equity Component
	 	$	700,000 	(50%)
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Total Annual Compensation Target	 	$1,800,000.00	 
	 
	 	 	 	 	 	 
	 	 	*2009 only (guaranteed minimum at target, not pro-rated)
	 

	 	     Target Bonus Cash Component
	 	$	980,000 	(70%)
	 

	 	     Target Bonus Equity Component
	 	$	420,000 	(30%)






	 	 	 
	One Time Equity Award:

	 	$1,000,000 Restricted Stock Unit.**
	 
	 	 
	 

	 	** Double trigger provisions do not apply to One Time Equity Award
but rather this grant will be a single trigger (ie. there is a
change in Control other than a taking of control by TD Bank Financial
Group).
	 
	 	 
	Sign On Bonus:

	 	$100,000, less normal withholdings
	 
	 	 
	Share Ownership Requirement:

	 	5 times base salary
	 
	 	 
	Relocation Services:

	 	In accordance with TD Ameritrade Homeowner
Relocation Policy (“Relocation Policy”) —
paid by TD Ameritrade. Includes temporary
accommodation in NJ until July 2009.
	 
	 	 
	 

	 	Home sale assistance to include Guaranteed
Purchase Offer (subject to applicable
conditions and qualifications as further set
forth in the Relocation Policy) upon
expiration of standard marketing period
	 
	 	 
	Perquisites/Club Memberships:

	 	N/A
	 
	 	 
	Vacation:

	 	200 hours of Paid Time Off annually to
accrue in accordance with TD Ameritrade PTO
Accrual Schedule
	 
	 	 
	Retirement Programs:

	 	401(k) — Employee contributions only
	 
	 	 
	Health and Welfare Plans:

	 	TD Ameritrade Benefits Plan Coverage






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	Termination:

	 	In the event of Executive’s termination (i) by the Company without
Cause; (ii) by Executive for Good Reason; or (iii) In Connection with a
Change of Control, Executive will be entitled to severance benefits as
follows, subject to execution of Separation and Release of Claims
Agreement:







	 	•	 	Continued payment of Base Salary for 12 months
	 
	 	•	 	Cash bonus payment equal to $700,000 (12 months) Target
Bonus Cash Component
	 
	 	•	 	COBRA coverage for 12 months; employer portion of
premiums paid by TDA for first 6 months
	 
	 	•	 	Pro-rata vesting, in the event of (i) or (ii) above, or
continued vesting, in the event of (iii) above, of all prior
equity grants as per participation agreements and as
outlined in the TD Ameritrade 1996 LTIP Plan.





	 	 	 
	 

	 	If the Company reasonably determines that Code Section 409A will
result in the imposition of additional tax to an earlier payment of
any severance or other benefits otherwise due to Executive on or
within the 6 month period following Executive’s termination, the
severance benefits will accrue during such 6 month period and will
become payable in a lump sum payment on the date 6 months and 1 day
following the date of Executive’s termination. All subsequent
payments, if any, will be payable as provided above. Any severance
payments will be subject to applicable withholdings.
	 
	 	 
	Other Agreements:

	 	All terms of the Associate Agreement, dated
1/14/09, by and between Executive and TD
Ameritrade are hereby incorporated by reference.
	 
	 	 
	Continuing Obligations:

	 	In addition to Executive’s obligations relating to
Non-Disclosure of Confidential Information, Rights
to Work Product and Non Solicitation as set forth
in the Associate Agreement, Executive to remain
bound by obligations of Non-Competition for the 12
month period following termination of employment
for any reason





Nothing herein is intended to alter the “at-will” nature of Executive’s employment. However, as
described in this Term Sheet, Executive may be entitled to severance benefits depending on the
circumstances of Executive’s termination of employment.




	 	 	 	 	 	 	 
	AGREED AND ACCEPTED:

	 	Peter J. Sidebottom
	 	Fred Tomczyk	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ PETER J. SIDEBOTTOM
	 	/s/ FRED TOMCZYK	 	 
	 

	 	 

	 	 

	 	 
	 

	 	Date
	 	Date	 	 
	 
	 	 	 	 	 	 
	 

	 	01/14/2009
	 	01/15/2009	 	 
	 

	 	 
	 	 	 	 





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Schedule A




CERTAIN DEFINITIONS




     As used in this Term Sheet, and unless the context requires a different meaning, the following
terms, when capitalized, have the meaning indicated:



     “Base Salary” means Executive’s annual rate of base salary during the Term.



     “Cause” means (i) the failure by Executive to substantially perform his duties, other
than due to illness, injury or disability, which failure continues for ten days following receipt
of notice from the Company specifying such failure; (ii) the willful engaging by the Executive in
conduct which is materially injurious to the Company, monetarily or otherwise; (iii) misconduct
involving serious moral turpitude to the extent that in the reasonable judgment of the Company,
Executive’s credibility or reputation no longer conforms to the standard of the Company’s
executives; or (iv) Executive’s breach of any restrictive covenants to which he is subject.



     “Change of Control,” as also defined in the LTIP, means the occurrence of any of the
following events:



     (i) A change in the ownership of the Company. A change in the ownership of the Company will
occur on the date that any one person, or more than one person acting as a group, acquires
ownership of the Stock of the Company that, together with the Stock held by such person or group,
constitutes more than fifty percent (50%) of the total fair market value or total voting power of
the Stock of the Company; provided, however, that for purposes of this subsection (i), the
acquisition of additional Stock by any one person, or more than one person acting as a group, who
is considered to own more than fifty percent (50%) of the total fair market value or total voting
power of the Stock of the Company shall not be considered a Change of Control; or



     (ii) A change in the effective control of the Company. A change in the effective control of
the Company shall occur on the date that: (1) the Board of Directors determines, in its sole and
absolute discretion, that any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of the Stock of the Company possessing up to fifty percent (50%) or
more of the total voting power of the Stock of the Company, in each case whether such acquisition
is by means of a tender offer, exchange offer, merger, business combination or otherwise; or (2) a
majority of members of the Board of Directors is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the Board of
Directors prior to the date of the appointment or election. For purposes of this subsection (ii),
if any one person, or more than one person acting as a group, is considered to effectively control
the Company, the acquisition of additional control of the Company by the same person or persons
shall note be considered a Change of Control; or



     (iii) A change in the ownership of a substantial portion of the Company’s assets. A change in
the ownership of a substantial portion of the Company’s assets shall occur on the date that any one
person, or more than one person acting as a group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or persons) assets from the
Company that have a total gross fair market value equal to or more than fifty percent (50%) of the
total fair market value of all of the assets of the Company immediately prior to such acquisition
or acquisitions; provided, however, that for purposes of this subsection (iii), the following shall
not constitute a change in the ownership of a substantial portion of the Company’s assets: (1) a
transfer to an entity that is controlled by the Company’s stockholders immediately after the
transfer; or (2) a transfer of assets by the Company to: (A) a stockholder of the Company
(immediately before the asset transfer in exchange for or with respect to the Company’s Stock; (B)
an entity, fifty percent (50%) or more of the total value of voting power of which is owned,
directly or indirectly, by the Company; (C) a person, or more than one person acting as a group,
that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power
of all of the outstanding Stock of the Company; or (D) an entity, at least fifty percent (50%) of
the total value or voting power of which is owned, directly or indirectly, by a person described in
this subsection (iii(2)(C). For purposes of this subsection (iii), gross fair market value means
the value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.



     Persons will be considered to be acting as a group if they are owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the Company. Notwithstanding any public disclosure to the contrary, TD and the R
Parties (as such terms are defined in the



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Stockholders Agreement) together will not be considered to have formed a group solely as a
result of being parties or bound by the Stockholders Agreement and any future actions, agreements
or arrangements between TD and the R Parties outside of the rights and obligations set forth in the
Stockholders Agreement shall be taken into account when considering whether TD and the R Parties
shall have formed a group in the future.



     Notwithstanding anything to the contrary, the event of (i), (ii) or (iii) above in which TD is
the acquiring party shall not be deemed a Change of Control for these purposes.



     “Code” mean the Internal Revenue Code of 1986, as amended.



     “Company” means TD AMERITRADE Holding Corp. or any of its wholly-owned subsidiaries.



     “Good Reason” means (i) a significant reduction of Executive’s duties, position or
responsibilities; (ii) a material reduction in the kind or level of employee benefits to which
Executive is entitled immediately prior to such reduction (provided that a one-time reduction
applied to substantially all other executive officers of the Company that reduces the level of
employee benefits by 10% or less will not constitute Good Reason; (iii) a reduction in Executive’s
Base Salary or Target Bonus (provided that a one-time reduction applied to substantially all other
executive officers of the Company that reduces the Base Salary or Target Bonus by 10% or less will
not constitute Good Reason); or (iv) relocation of Executive to a facility or location more than 50
miles from his current place of employment.



     “In Connection with a Change of Control” means a termination of Executive’s employment
with the Company within 24 months following a Change of Control.



     “Non-Competition” means that, during the period of Executive’s employment with the
Company and for a period of 12 months following termination of Executive’s employment for any
reason, Executive will not, directly or indirectly, either as principal, manager, agent,
consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity,
carry on, be engaged in or have any financial interest in any business which is engaged in any
activities and for any business which is in competition with the business of the Company. For
purposes hereof, a business shall be deemed to be in competition with the Company if (i) it is
principally engaged in the provision of discount brokerage and related financial and institutional
services provided by the Company within North America; or (ii) is any other business formally
proposed to be conducted by the Company during the 12 month period prior to Executive’s date of
termination.



     “Non-Disclosure of Confidential Information,,” “Rights to Work Product” and
“Non-Solicitation, ” shall have the meanings set forth in the Associate Agreement.



     “Stock” means the common stock of the Company, or in the case of certain Stock
Appreciation Rights or Performance Units, the cash equivalent thereof.



     “Stockholders Agreement” means that certain Stockholders Agreement among Ameritrade
Holding Corporation, the stockholders listed on Exhibit A thereto and The Toronto-Dominion Bank
dated as of June 22, 2005.


In the event that any provisions of this Schedule should ever be deemed to exceed the time,
geographic or occupational limitations permitted by applicable laws, then such provisions will and
are hereby reformed to the maximum time, geographic or occupational limitations permitted by
applicable law.





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