Addendum and Waiver of Change of Control to Employment Agreement between Ameritrade Holding Corporation and Vincent Passione

Summary

Ameritrade Holding Corporation and Vincent Passione have agreed that a corporate transaction making Ameritrade a subsidiary of a new public company will not be considered a "Change of Control" under Vincent Passione's employment and option agreements. As a result, Mr. Passione waives any rights or benefits that would have applied if the transaction were treated as a Change of Control. All other terms of the original agreements remain unchanged and in effect.

EX-10.4 6 c71099exv10w4.txt EMPLOYMENT AGREEMENT WITH VINCENT PASSIONE EXHIBIT 10.4 EMPLOYMENT AGREEMENT ADDENDUM WAIVER OF CHANGE OF CONTROL WHEREAS, Ameritrade Holding Corporation (the "Company") and Vincent Passione, (the "Executive") entered into an employment agreement dated as of February 1, 2002 (the "Employment Agreement"), and option agreement(s) (collectively, the "Option Agreement"); and WHEREAS, pursuant to certain corporate transactions, the Company will become a wholly-owned subsidiary of a new public company ("New Ameritrade") pending applicable approval (the "Transaction"); NOW THEREFORE, it is hereby covenanted and agreed by the Company and the Executive as follows: The parties have agreed that, for purposes of the Employment Agreement and the Option Agreement, the Transaction does not constitute a Change of Control, as defined in the Employment Agreement and Option Agreement, and the Executive hereby waives all rights that the Executive would have had under the Employment Agreement and Option Agreement if the Transaction constituted a Change of Control within the meaning of the Employment Agreement and/or Option Agreement, as applicable. The parties agree that this agreement (the "Addendum") does not retroactively impair or otherwise adversely affect the rights of the Executive under the Employment Agreement or Option Agreement and does not enrich the Executive by providing any additional benefits under the Employment Agreement or the Option Agreement as a result of the Transaction. Except as provided herein, all provisions of the Employment Agreement and Option Agreement shall remain in full force and effect. For Ameritrade Holding Corporation: /s/ Kurt D. Halvorson - ------------------------------------ Signature Executive Vice President and Chief Administrative Officer - --------------------------------------------------------- Title Accepted and agreed to July 15, 2002 /s/ Vincent Passione - ------------------------------------ Executive