EMPLOYMENT AGREEMENT WITH RICHARD J. RZASA




 


		
	[TD WATERHOUSE LOGO]	[TD WATERHOUSE LETTERHEAD]



Exhibit 10.10

		
	 	
        October 1, 1999





Richard Rzasa



211 Third Street - #2




Hoboken, NJ 07030



Dear Mr. Rzasa:


     
TD Waterhouse Group, Inc. (the “Company”)
hereby offers to employ you upon the following terms and
conditions:


1.  Position, Duties and Responsibilities.


     
a.  The Company shall employ you in the position of
Executive Vice President. You shall perform your assigned duties
at the Company or at one of its subsidiaries or affiliates. You
shall devote your full time and efforts to the performance of
all of the duties associated with that position as well as any
and all other duties Company management may from time to time
designate or assign.


     
b.  During your employment, you may not, without prior
written consent of the Company, accept an appointment, whether
or not for remuneration, as Director, Officer, Manager, Employee
or Consultant of a company or business that is not affiliated
with the Company.


2.  Employment.


     
This Agreement shall become effective, and your employment as
provided shall commence, on October 1, 1999 (the
“Effective Date”) and shall continue through
the third anniversary of the Effective Date (such period
hereinafter referred to as the “Term”), subject
to earlier termination as provided in Section 6 hereof.
Notwithstanding the preceding sentence, commencing with
October 1, 2002 and on each October 1 thereafter (each
an “Extension Date”), the Term shall be automatically
extended for an additional one-year-period, unless the Company
or you provide the other party hereto 90 days’ prior
written notice before the next Extension Date






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that the Term shall not be so extended. For the avoidance of
doubt, “Term” shall include any extension that becomes
applicable pursuant to the preceding sentence.



3.    Compensation.


     
a.    Base Salary. You will receive a base
salary at the rate of $250,000 per annum (“Base
Salary”), payable in accordance with the Company’s
prevailing payroll practices. You shall be entitled to such
increases in Base Salary, if any, as may be determined from time
to time in the sole discretion of the Management Resources and
Compensation Advisory Committee of the Board of Directors of the
Company (the “Committee”).


     
b.    Annual Bonus. You will be eligible to
participate in the Company’s annual performance-based bonus
program for each calendar year of service during the Term. Such
Annual Bonus shall be established by the Committee in its sole
discretion and payable in accordance with Company practices.


     
c.    Stock-Based Awards. You will be eligible
to participate in stock-based compensation plans of the Company
or any affiliate as determined by the Committee.


4.    Benefits.


     
The Company shall provide you, in accordance with the terms of
the Company’s employee benefit plans in effect from time to
time, health and short and long term disability coverage,
retirement benefits and fringe benefits (collectively
“Employee Benefits”) on the same basis as those
benefits are generally made available to employees of similar
position.


5.    Expenses.


     
All documented and verified, reasonable and necessary expenses
which you incur in connection with the performance of your
duties hereunder shall be reimbursed in accordance with the
Company’s general policies.


6.    Termination of Employment.


     
Your employment hereunder may be terminated by either party at
any time and for any reason other than death or retirement upon
30 days advance written notice; provided that the Company may
immediately terminate your employment for Cause. Notwithstanding
any other provision of this Agreement, the provisions of this
Section 6 shall exclusively govern your rights upon
termination of employment.


     
a.    Death or Disability. Your employment
shall terminate on your death, and the Company may terminate
your employment on account of your Disability. Upon termination
under this Section 6(a), you or your estate (i) shall
be entitled to receive only that portion of your Base Salary
earned, but unpaid, as of the date of termination [and
(ii) a pro rata portion of any Annual Bonus that you would
have been entitled to receive pursuant to Section 3(b)
hereof in such year based upon the percentage of the calendar
year that shall have elapsed through the date








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of your termination of employment, payable when such Annual Bonus
would have otherwise been payable had your employment not
terminated.] Benefits shall cease in accordance with the terms of the
applicable Company policies or plans. As used herein,
“Disability” shall mean your inability to perform in all
material respects your duties and responsibilities to the company, or
any affiliate of the Company, by reason of a physical or mental
disability or infirmity which inability is reasonably expected to be
permanent and has continued (i) for a period of six consecutive
months or (ii) such shorter period as the Committee may
reasonably determine in good faith. The Disability determination
shall be in the sole discretion of the Committee and your (or your
representative) shall furnish the Committee with medical evidence
documenting your disability or infirmity which is satisfactory to
the Committee.


     b.     With
Cause.     The Company shall have the right to terminate your
employment for Cause (as defined below). Upon the effective date of a
termination under this Section 6(b), you (i) shall be
entitled to receive only that portion of your Base Salary earned, but
unpaid, as of the date of termination and (ii) shall not be
entitled to any unpaid Annual Bonus. Benefits shall cease or be paid
in accordance with the terms of the applicable Company policies or
plans.


     c.     Without
Cause.     The Company, in its discretion, shall have the right
to terminate your employment without Cause. Upon your termination
without Cause you shall be entitled to, subject to your continued
compliance with the provisions of Sections 7, 8, 9 and 10, (upon
your execution of a General Release in the standard form used by the
Company) (i) Base Salary earned to the date of termination,
(ii) continued payment of Base Salary and your average Annual
Bonus (calculated based on the prior 2 years) until
24 months after your termination of employment (the
"Severance Period"). All other benefits shall cease or be paid based
on your date of termination in accordance with applicable Company
policies or plans. No benefit accruals based on service, including,
but not limited to, vacation benefits, shall accrue beyond the
effective date of termination.


     d.     Voluntary
Resignation.     You shall have the
right to resign from your employment and if the Company, elects in
its sole discretion, you shall be entitled to, subject to your
continued compliance with the provisions of Sections 7, 8, 9 and
10, (upon your execution of a General Release in the standard form
used by the Company) (i) Base Salary earned to the date of
termination, (ii) continued payment of Base Salary and average
Annual Bonus (calculated based on the prior 2 years) until
12 months after your termination of employment (the
"Severance Period") and (iii) employee health benefits
continuation for the Severance Period. All other benefits shall cease
or be paid based on your date of termination in accordance with
applicable Company policies or plans. No benefit accruals based on
service, including, but not limited to, vacation benefits, shall
accrue beyond the effective date of termination. In event that Company
fails to notify you in writing of the foregoing election within 10
business days of receipt of your notice of resignation, Company shall
have waived its right to such election.


     e.     As
used herein, “Cause” shall mean:


 


			
	 	(i) 	
        your continued failure to substantially perform your duties
        hereunder (other than as a result of total or partial incapacity
        due to physical or










		
	 	
        mental illness) for a period of 10
        days following written notice by the Company to you of such
        failure or upon such written notice if, in the good faith
        judgment of the Company, you would not be able to rectify such
        failure within 10 days;





		
	 	     
        (ii)  dishonesty in the performance of your duties
        hereunder;
	 
	 	     
        (iii)  an act or acts on your part constituting (x) a
        felony under the laws of the United States or any state thereof
        or (y) a misdemeanor involving dishonesty, breach of trust
        or moral turpitude;
	 
	 	     
        (iv)  your willful malfeasance or willful misconduct in
        connection with your duties hereunder or any act or omission
        which is materially injurious to the financial condition or
        business reputation of the Company or any of its subsidiaries or
        affiliates; or
	 
	 	     
        (v)  your breach of the provisions of Sections 7, 8, 9
        or 10 of this Agreement.




7.  Non-Competition.


     
You acknowledged and recognize the highly competitive nature of
the discount broker business of the Company and its
affiliates and accordingly agree that while you are employed
with the Company, and for a period of 12 months
following the termination of your employment by the Company or,
if elected pursuant to Section 6(d), your resignation of
employment (the “Restricted Period”), you will not
directly or indirectly, (i) engage in any business that
competes with the discount broker business of the Company
or its affiliates (including, without limitation, discount
broker businesses which the Company or its affiliates have
specific plans to conduct in the future and as to which you are
aware of such planning), (ii) enter the employ of, or
render any services to, any person engaged in any discount
broker business that competes with the discount
broker business of the Company or its affiliates,
(iii) acquire a financial interest in, or otherwise become
actively involved with, any person engaged in any discount
broker business that competes with the discount
broker business of the Company or its affiliates, directly
or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant, or
(iv) interfere with business relationships (whether formed
before or after the date of this Agreement) between the Company
or any of its affiliates and customers, suppliers, partners,
members or investors of the Company or its affiliates.


     
Notwithstanding anything to the contrary in this Agreement, you
may, directly or indirectly own, solely as an investment,
securities of any person engaged in the discount broker
business of the Company or its affiliates which are publicly
traded on a national or regional stock exchange or on the
over-the-counter market if you (i) are not a controlling
person of, or a member of a group which controls, such person
and (ii) do not, directly or indirectly, own 1% or
more of any class of securities or such person.


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  8.  Non-Solicitation.


     
While you are employed with the Company, and during the
Restricted Period:


     
(a)  you will not recruit or hire any current employee or
consultant of the Company (or any person who was an employee or
consultant of the Company within the prior 12 month), or
otherwise solicit or induce, directly or indirectly, or cause
other persons to solicit or induce, any such employee or
consultant to leave the employment or service of the Company, to
become an employee of or otherwise be associated with you or any
company or business with which you are or may become associated
or to encourage or assist in the hiring process or any employee
or consultant of the Company or in the modification of any such
employee’s or consultant’s relationship with the
Company; and


     
(b)  you will not, directly or indirectly, solicit the
trade or business of any clients or customers of the Company,
regardless of location, with respect to any such client or
customer as of the time of termination.


  9.  Non-Disclosure of Confidential
Information.


     
You will not at any time, whether during your employment or
following the termination of your employment, for any reason
whatsoever, and forever hereafter, directly or indirectly
disclose or furnish to any firm, corporation or person, except
as otherwise required by law, any confidential or proprietary
information of the Company with respect to any aspect of its
operations or affairs. “Confidential or proprietary
information” shall mean information generally unknown to
the public to which you gain access by reason of your employment
by the Company and includes, but is not limited to, information
relating to business and marketing plans, sales, trading and
financial data and strategies, salaries and employees benefits
and operational costs.


10.  Return of Company Property and Company Work
Product.


     
All records, files, memoranda, reports, customer information,
client lists, documents, equipment, and the like, relating to
the business of the Company, which you shall use, prepare, or
come into contact with, shall remain the sole property of the
Company. You agree that on request of the Company, and in any
event upon the termination of your employment, you shall turn
over to the Company all documents, papers, or other material in
your possession and under your control which may contain or be
derived from confidential information, together with all
documents, notes, or other work product which is connection with
or derived from your services to the company whether or not such
material is in your possession. You agree you shall have no
proprietary interest in any work product developed or used by
you and arising out of employment by the Company.


11.  Right to Injunctive Relief.


     
The undertaking in Section 7 (Non-Competition), Section 8
(Non-Solicitation), Section 9 (Non Disclosure of
Confidential Information) and Section 10 (Return of Company








Property and Work Product) hereof shall survive the termination
of your employment with the Company for any reason whatsoever.
You acknowledge that the Company will suffer irreparable injury,
not readily susceptible of valuation in monetary damages, if you
breach any of your obligations under Sections 7, 8, 9
or 10. Accordingly, in addition to any other rights and
remedies which the Company may have, you agree that the Company
will be entitled to injunctive relief against any breach or
prospective breach by you of your obligations under
Sections 7, 8, 9 or 10 in any federal or state court
of competent jurisdiction located in New York State. You hereby
submit to the jurisdiction of said courts for the purpose of any
actions or proceedings instituted by the Company to obtain such
injunctive relief, and agree that process may be served on you
by registered mail at your last address known to the Company, or
in any other manner authorized by law, and that you will pay the
Company’s costs and reasonable attorney’s fees in the
event the Company is required to initiate a proceeding for
injunctive relief to enforce the provisions hereof, and such an
injunction is issued.



12.  Notices.


     
Any notice to be given hereunder shall be in writing and
delivered personally or sent by certified mail, postage prepaid,
return receipt requested, addressed to the party concerned at
the address indicated below or to such other address as such
party may designate in writing:



	 	 	 	 	 	 	 
	
	
	
	


	
        
        To:

        	 	
        Richard Rzasa	 	
        To:	 	
        TD Waterhouse Group, Inc.
	 	 	
        211 Third Street – #2	 	 	 	
        100 Wall Street
	 	 	
        Hoboken, NJ 07030	 	 	 	
        New York, NY 10005




     
Any notice delivered personally under this Section shall be
deemed given on the date delivered, and any notice sent be
certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date mailed.


13.  Savings.


     
Should any provision herein be rendered or declared legally
invalid or unenforceable by a court of competent jurisdiction or
by the decision of an authorized governmental agency, such
invalidation of such part shall not invalidate the remaining
portions thereof.


14.  Other Agreements.


     
You represent and warrant that you are not a party to any
agreement or bound by any obligation which would prohibit you
from accepting and agreeing hereto or fully performing the
obligation hereunder.


15.  Complete Agreement.


     
The provisions herein contain the entire agreement and
understanding of the parties and fully supersede any and all
prior agreements or understandings between them pertaining to
the subject matter hereof. There have been no representations,
inducements,









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promises or agreements of any kind which have been made by
either party, or by any person acting on behalf of either party,
which are not embodied herein. The provisions hereof may not be
changed or altered except in writing duly executed by you and a
duly authorized agent of the Company.


16.  Withholding Taxes.


     
The Company may withhold from any amounts payable under this
Agreement, such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or
regulation.


17.  Applicable Law.


     
The interpretation and application of the terms herein shall be
governed by the laws of the State of New York without regard to
principles of conflict of laws.


18.  Consent to Jurisdiction.


     
The sole jurisdiction and venue for actions related to the
subject matter of this Agreement shall be the courts of the
State of New York, the court of the United States of America for
the Southern District of New York, and appellate courts from any
of the foregoing.


19.  No Waiver.


     
Any failure by either party to exercise its rights to terminate
this Agreement or to enforce any of its provisions shall not
prejudice such party’s rights of termination or enforcement
for any subsequent or further violation or defaults by the other
party.


20.  Titles.


     
Titles to the sections in this Agreement are intended solely for
convenience and no provision of this Agreement is to be
construed by reference to the title of any section.


21.  Counterparts.


     
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


     
If the foregoing terms of employment are acceptable, please so
indicate in the space provided below.



		
	 	
        Sincerely,





			
	 	By: 	
        /s/ A. WAYNE KYLE 

         




		
	 	
        Name:  A. Wayne Kyle



			
	 	Title: 	
        Executive Vice President
	 	 	
        Human Resources





AGREED AND ACCEPTED:




		
	Signed: 	
        /s/ RICHARD J. RZASA 

         






Printed:  Richard J. Rzasa




		
	Date:	
        12/7/99