Amendment Number One to Employment Agreement between TD Ameritrade Holding Corporation and Joseph H. Moglia

Summary

This amendment, effective September 29, 2008, modifies the employment agreement between TD Ameritrade Holding Corporation and Joseph H. Moglia. It changes the terms for the 2008 and 2009 annual awards, specifying that both will be paid entirely in cash after meeting certain performance criteria and vesting requirements. All other terms of the original employment agreement remain unchanged, and this amendment takes precedence in case of any conflict between the two documents.

EX-10.3 2 c47871exv10w3.txt EX-10.3 EXHIBIT 10.3 AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This Amendment Number One to Employment Agreement is entered into as of the 29th day of September, 2008, (the "Effective Date"), by and between TD Ameritrade Holding Corporation (the "Company") and Joseph H. Moglia ("Executive") (collectively referred to as the "Parties"). WHEREAS, Executive and Company entered into an Employment Agreement dated June 11, 2008 (the "Employment Agreement"); and WHEREAS, Executive and Company desire to modify certain of the terms and conditions of Executive's employment relationship, as originally provided pursuant to the Employment Agreement; NOW, THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows: (Capitalized terms shall have the meanings ascribed them in the Employment Agreement) 1. Annual Awards. The sixth sentence in Section 4(c)(ii) of the Employment Agreement is hereby amended in its entirety to read as follows: "The 2008 Award and the 2009 Award shall be paid entirely in cash after satisfaction of the applicable performance criteria and vesting schedule established pursuant to the terms and conditions of the LTIP." Except as expressly amended hereby, the Employment Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions of this Amendment and the terms and conditions of the Employment Agreement, this Amendment shall prevail. IN WITNESS WHEREOF, the Parties have executed this Amendment on the respective dates set forth below: TD AMERITRADE HOLDING CORPORATION Dated: September 29, 2008 By: /s/ W. EDMUND CLARK ---------------------------------------- Name: W. Edmund Clark Title: Chairman of the HR & Compensation Committee Joseph H. Moglia, an individual Dated: September 29, 2008 /s/ JOSEPH H. MOGLIA ----------------------------------------