Executive Employment Agreement

This employment agreement (“Agreement”) is entered into as of November 9, 2015 by and between Tim Hockey (“Executive”) and TD Ameritrade Holding Corporation (“AMTD” or “Company”).

Executive is eligible to individually participate in AMTD’s 401(k) Plan. Executive is ineligible to receive the 401(k) Company match and profit sharing contribution while he continues to accrue benefits under the TD Bank Group non-qualified pension plan up to June 30, 2018.

Executive will receive 200 hours of Paid Time Off annually in accordance with AMTD’s accrual schedule.

When traveling on AMTD related business, Executive will be entitled to fly on a private aircraft at the expense of AMTD, subject to AMTD policies.

AMTD will provide car service transportation to and from work, which will be considered a taxable benefit to the Executive. AMTD will also provide car service transportation if or when it is deemed by the Company to be for business purposes or an important security consideration.

The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

All severance payments and benefits will be subject to Executive executing and complying with a release of claims and agreeing to non-competition, non-solicitation and mutual non-disparagement provisions for 2 years after his employment terminates. Existing forfeiture provision of Executive’s retained non-qualified pension plan with TD Bank Group upheld if Executive is not compliant with non-competition provisions.

The Executive shall have no obligation to mitigate, and none of the above severance payments shall be reduced if the Executive obtains other employment.

applicable) for a period of at least thirty (30) days following written notice from the Board to the Executive that describes the basis for the Board’s belief that Executive has not substantially performed his reasonable duties for reasons other than illness or incapacity; (5) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability); willful misconduct, gross negligence, fraud or embezzlement, in each case that results in substantial, material harm to AMTD; (6) Executive (a) obstructing or impeding, (b) endeavoring to influence, obstruct or impede, or (c) failing to materially cooperate with, any investigation authorized by the Board of Directors or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause” and (7) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to AMTD under this Agreement, if (a) the disqualification, bar or loss continues for more than thirty (30) days, and (b) during that period AMTD uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive’s employment is not permissible, Executive will be placed on leave (which will be paid to the extent legally permissible).

“Good Reason” will mean Executive’s resignation within thirty (30) days following the expiration of any Company cure period following the occurrence of one or more of the following, without Executive’s written consent:

(1) a significant reduction of Executive’s duties, position, or responsibilities, relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction;

(2) a material reduction in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced. Notwithstanding the foregoing, a one-time reduction that also is applied to substantially all other executive officers of the Company and that reduces the level of employee benefits by a percentage reduction of 10% or less will not constitute Good Reason;

(3) a reduction in Executive’s base salary or annual MIP incentive. Notwithstanding the foregoing, a one-time reduction that also is applied to substantially all other executive officers of the Company and which one-time reduction reduces the base salary or annual MIP incentive by a percentage reduction of 10% or less in the aggregate will not constitute Good Reason;

(4) a material change in the geographic location at which Executive must perform services; provided, however, that any requirement of

AMTD that Executive be based anywhere within 25 miles from Executive’s primary office location as of the date of the agreement will not constitute a material change under this clause (4);

(5) failure of the Company to obtain the assumption of this Agreement by a successor; and

(6) absent Cause, failure by the Board of Directors to reappoint Executive as CEO on an annual basis by approval of at least two-thirds of the directors then serving on the Board in accordance with the Amended and Restated By-laws of the Company

“Change of Control” has the meaning set forth in the Company’s Long-Term Incentive Plan. Termination of Executive’s employment hereunder will not have occurred in the event of a Change of Control” unless Executive’s employment is terminated within twelve (12) months following a Change of Control.

“Disability” means, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or receipt by Executive of income replacement benefits for a period of not less than 3 months under an applicable disability benefit plan of AMTD.

Executive will not resign for Good Reason without first providing AMTD with written notice within ninety (90) days of the event that Executive believes constitutes Good Reason specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days and not more than ninety (90) days following the date of such notice.

“Non-Competition and Non-Solicitation” will mean Executive agrees that during his employment and for a period of two (2) years after the date of termination of his employment, for any reason whether voluntarily or involuntarily, he will not, directly or indirectly, whether as an associate, agent, employee, broker, consultant, independent contractor, owner, partner or otherwise, (i) solicit for himself or others, or advise or recommend to any other person that that person solicit, divert, accept, or conduct securities sales transactions from or on behalf of any customer of the Company, for the purpose of obtaining the business of that Customer, in competition with the Company; or (ii) employ, solicit for employment, or advise or recommend to any other person that that person solicit for employment or employ in competition with the Company, any person employed by the Company. For purposes of this Paragraph “in competition with the Company” means working for himself, another entity, or a customer of the Company, whether as an associate, agent, employee, broker, consultant, independent contractor, owner, partner or otherwise, performing security sales transactions or other services that the Company provides on the date time of termination of his employment and that he performed for the Company.

Executive further agrees that, during his employment and for a period of 2 years following the date of the termination of his employment for any reason, he will not (without the AMTD’s express consent) engage or participate in any business within the United States (as an

owner, partner, stockholder, holder of any other equity interest, or financially as an investor or lender, or in any capacity calling for the rendition of personal services or acts of management, operation or control) which is engaged in any activities and for any business competitive with any of the primary businesses conducted by the Company or any of its Affiliates. The term “primary businesses” is defined as an on-line brokerage business, including active trader and long term investor client segments, and RIA custodial business, and also includes any such other business formally proposed to be conducted by the Company during the 12-month period prior to the date of termination of employment (collectively a “Competitive Business”). Provided that this restriction will not restrict Executive from (i) being employed by The Toronto-Dominion Bank and any successor corporation in any capacity or (ii) consulting with a business, firm, corporation, partnership or other entity that owns or operates an on-line brokerage, provided that (i) the on-line brokerage business is de minimis as compared to its core business in terms of revenue and/or resources, and (ii) Executive’s involvement with the business, firm, corporation, partnership or other entity excludes, directly or indirectly, the on-line brokerage business during the two (2) year non-competition period.

Notwithstanding the foregoing, Executive may own securities of a Competitive Business so long as the securities of such corporation or other entity are listed on a national securities exchange and the securities owned directly or indirectly by Executive do not represent more than 2% of the outstanding securities of such corporation or other entity.

(or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of their dispute relating to Executive’s obligations under this Agreement.

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year written above.

COMPANY:

TD AMERITRADE HOLDING CORPORATION

By: /s/ WILBUR J. PREZZANO

Wilbur J. Prezzano

Chairman of the H.R. and Compensation

Committee of the Board of Directors

EXECUTIVE:

By: /s/ TIM HOCKEY

Tim Hockey

A.Golden Parachute Tax. (also see paragraph 13 of Agreement) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) but for this Section A, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under this Agreement or other payments or benefits shall be either:

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits and other benefits may be taxable under Section 4999 of the Code. 

In the event of a reduction in accordance with Section A(ii), the reduction will occur, with respect to such severance and other benefits considered “parachute payments” within the meaning of Section 280G of the Code, any such reduction shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and Treasury guidance promulgated thereunder (“Section 409A”) and in the following order: (1) reduction of cash payments; (2) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code), (3) cancellation of accelerated vesting of equity awards; and (4) reduction of employee benefits. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will Executive have any discretion with respect to the ordering of payment reductions.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section A shall be made in writing by a nationally recognized accounting or valuation firm selected by the Company and reasonably acceptable to the Executive (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes.  For purposes of making the calculations required by this Section A of Appendix A, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section A.  The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section A of Appendix A.

B.Release.  (Also see Section 7 of the Agreement)  The receipt of any severance payments or benefits under the Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in favor of the Company and its affiliates in a form provided by the Company (the “Release”), which must become effective and irrevocable no later than sixty (60) days following the date of Executive’s separation from service (the “Release Deadline Date”).  If the Release does not become effective and irrevocable by the Release Deadline Date, Executive will forfeit any right to severance payments or benefits under the Agreement.  In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable.  If the Release becomes effective by the Release Deadline Date, then except as required by Section C. of this Appendix A, severance payments and benefits under the Agreement will be provided, or in the case of installments, will commence, on the day after the Release Deadline Date (the “First Payment Date”), and, in the case of installments, any payments that would have been made to Executive during the period from the date of Executive’s separation from service through the First Payment Date will be made on the First Payment Date and any remaining payments will be made as provided in this Agreement. The Company will provide the Executive with the Release within seven days after his separation from service.

C. Section 409A. (Also see paragraph 16 of the Agreement)

1)This Agreement is intended to comply with, or otherwise be exempt from Section 409A and shall be construed and administered in in a manner that does not result in the imposition on the Executive of any additional tax,

penalty, or interest under Section 409A of the Code, provided that nothing in this sentence is intended to contravene the last sentence of section 8 below.

2)Notwithstanding anything to the contrary in the Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A‑1 (b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

3)The Company will provide the Executive with the form of release agreement within seven days after his separation from service. If Executive timely delivers an executed release agreement to the Company, and does not revoke the release agreement during the minimum revocation period required under applicable law, if any, the severance or other benefits shall be paid or commence being paid, as specified in the Agreement, on the date the release agreement becomes effective subject to Section B.4 of this Appendix A. If, however, the period during which the Executive has discretion to execute or revoke the release agreement straddles two calendar years, the severance or other benefits, to the extent such payments and benefits constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, shall be paid or commence being paid, as applicable, as soon as practicable in the second of the two calendar years, regardless of within which calendar year Executive actually delivers the executed release agreement to the Company, subject to the release agreement first becoming effective and subject to Section B.4 of this Appendix A . Consistent with Section 409A, Executive may not, directly or indirectly, designate the calendar year of payment.

4)Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, in the event of Executive’s death following Executive’s separation from service but before the six (6) month anniversary of the separation from service, any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment (including, but not limited to, an installment payment) and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

5)Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section C.1. of this Appendix A.

6)Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A‑1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of Section C.1. of this Appendix A. “Section 409A Limit” means two (2) times the lesser of: (a) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of the termination of Executive’s employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A‑1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

8)The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition before actual payment to Executive under Section 409A. Notwithstanding any contrary provision of this Agreement, in no event will the Company reimburse Executive for any taxes or other costs that may be imposed on or incurred by Executive as result of Section 409A.