EMPLOYMENT AGREEMENT WITH BHARAT B. MASRANI




		
	 [TD WATERHOUSE LOGO]	[TD WATERHOUSE LETTERHEAD]



Exhibit 10.9


December 4, 2000


Mr. Bharat Masrani



Flat 6, 2 Avenue Road




St. John’s Wood




London, NW8-7PA




United Kingdom




Dear Mr. Masrani:


     
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 Vice
Chairman. 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 be deemed to have become effective, and
your employment as provided shall be deemed to have commenced on
June 1, 2000 (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 June 1, 2003 and on each
June 1 thereafter (each an “Extension Date”), the
Term shall be automatically be 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 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 UK£160,000 Pounds Sterling 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 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 fiscal 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




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	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 fiscal year that shall have elapsed through
	the date 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 the essential functions of 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. The Disability determination shall be in
	the sole discretion of the Committee and your (or your
	representative) shall furnish the Committee with evidence
	documenting your ability to perform the essential functions of
	your job 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 sole
	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, and conditioned upon
	your execution of a General Release substantially in a form used
	by the Company and satisfactory to it: (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 completed fiscal years) until
	24 months after your termination of employment (the
	“No Cause 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, and your execution of a General Release substantially
	in a form used by the Company and satisfactory to it:
	(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 completed fiscal
	years) until 12 months after your termination of
	employment (the “Resignation Severance Period”) and
	(iii) employee health benefits continuation for the
	Resignation 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




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	the event that the Company fails to notify you in writing of the
	foregoing election within 10 business days of receipt of
	your notice of resignation, the Company shall have waived its
	right to such election.





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





		
	 	     
	(i)  Your 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 immediately if, in the reasonable 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 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 any of the provisions of
	Sections 7, 8, 9 or 10 of this Agreement.
	 
	 	     
	(vi)  your misappropriation of assets of, or embezzlement
	from, the Company or any of its subsidiaries or affiliates or
	customers;
	 
	 	     
	(vii)  your willful failure to implement promptly the
	material directives of the Company that are susceptible of
	performance by you, which are in furtherance of a lawful
	business objective of the Company or any of its subsidiaries or
	affiliates and are within the scope of your responsibilities,
	where such failure is not cured within 10 days following
	written notice by the Company to you of such failure or
	immediately if, in the reasonable judgment of the Company, you
	would not be able to rectify such failure within 10 days.




7.  Non-Competition.


     
You acknowledge 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


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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 globally,
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.


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 who was employed or engaged in the
	business unit for which you had responsibility while you are
	employed under this Agreement (or any person who was so employed
	or engaged by the Company within the prior 12 months), 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 of 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


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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 or results, sales, trading and financial data
and strategies, salaries and employees 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 connected 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. You agree to
return to the Company any firm property in your possession such
as, but not limited to, building keys, corporate credit card,
and computer and electronic communication equipment (i.e.
laptop, cellular phone, palm pilot).


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 and 10 in any court of competent
jurisdiction located in the Province of Ontario or any federal
court of Canada. 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 in the party


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concerned at the address indicated below or to such other
address as such party may designate in writing.



	 	 	 	 	 	 	 
	
	
	
	


	
	TO:	 	
	Bharat Masrani

	Flat 6

	2 Avenue Road

	St. John’s Wood

	London NW8-7PU	 	
	TO:	 	
	Wayne Kyle

	TD Waterhouse Group, Inc.

	100 Wall Street

	New York, NY 10005




     
Any notice delivered personally under this Section shall be
deemed given on the date delivered, and any notice sent by
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, 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 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.


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18.  Consent to Jurisdiction.


     
The sole jurisdiction and venue for actions related to the
subject matter of this Agreement or the employment relationship
between us shall be the courts of the province of Ontario or any
federal court of Canada.


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/ WAYNE KYLE
	 	
	

	 	
	Name:  Wayne Kyle



			
	 	Title: 	
	Executive Vice President



		
	 	
	Human Resources





AGREED AND ACCEPTED



		
	Signed: 	
	/s/ BHARAT MASRANI











		
	Date: 	
	Jan 15, 2001










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