Delaware | 0-49992 | 82-0543156 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
4211 South 102nd Street | ||
Omaha, Nebraska | 68127 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c)) |
Position
|
Chairman, beginning October 1, 2008 | |||
Term
|
May 2008 - May 2011 | |||
Base Salary
|
$1,000,000 |
Annual Cash Incentive
|
FY 2008 | FY 2009 | FY 2010 and FY 2011 | |||
Annual Equity
|
$3 million at target | $2 million (pro-rated target) | None | |||
$6 million at target | $4 million (pro-rated target) | None |
May 2008 - May 31, 2009 | June 1, 2009 - May 31, 2011 | |||
Termination
|
§ Severance period is greater of 1 year and remaining term |
§ Severance period is remaining term | ||
Without Cause or
|
§ Severance (same as current agreement) comprised of: | § Severance comprised of: | ||
Resignation for
|
o base salary |
o base salary | ||
Good Reason
|
o annual cash incentive at actual performance o annual equity incentive in cash at actual performance |
o continued vesting of PRSUs based on actual
performance & full acceleration for RSUs |
||
o continued vesting of performance-based restricted stock units (PRSUs) based on actual
performance & full acceleration for restricted stock units (RSUs)
|
o office, assistant & associate for 5 years o medical coverage for family for life |
|||
o office, assistant & associate for 5 years |
||||
o medical coverage for family for life |
Resignation | May 2008 - Sept. 30, 2008 | Oct. 1, 2008 - May 31, 2009 | June 1, 2009 - May 31, 2011 | |||
No severance Unvested RSUs forfeited |
Continued vesting of PRSUs based on actual
performance & full acceleration for RSUs
|
Continued vesting of PRSUs based on actual performance & full acceleration for RSUs |
||||
Office, assistant & associate for 5 years | Office, assistance & associate for 5 years | |||||
Medical coverage for family for life | Medical coverage for family for life | |||||
Death or Disability | Pro-rated annual cash incentive and annual equity at actual performance | |||||
RSUs vest immediately in case of death | ||||||
RSUs vest in accordance with terms in case of disability | ||||||
Completion | Office, assistant & associate for 5 years | |||||
(June 1, 2011) | Medical coverage for family for life | |||||
Conditions to Receipt of Severance | As a
condition to receiving severance payments, Mr. Moglia is required to
enter into a release of claims and abide by non-competition,
non-solicitation and non-disparagement covenants. |
|||||
Position
|
CEO & President, beginning October 1, 2008 | |
Term
|
5 years, with automatic 1 year renewals unless 60 days prior notice | |
Base Salary
|
$500,000 |
Annual Incentive
|
$1.5 million at target | |
Annual Equity
|
$3.5 million at target |
Special Option Grant
|
Non-qualified option for 1,150,000 shares, with exercise
price at FMV at date of grant |
|
Vesting: Over 4 years - 25% on 1st anniversary
and 25% each anniversary thereafter |
||
Change in control: if not assumed, substituted or
replaced, it becomes fully vested and exercisable |
||
Termination: 10-year term and earlier 3 months after
employment ends (except for severance-related events) |
Termination Without
Cause or Resignation for
Good Reason
|
$4 million paid equally over 2 years
Pro-rated current year annual incentive
Performance-based restricted stock units (PRSUs) vest on
actual performance |
|
Restricted Stock Units (RSUs) immediately vest |
||
Option
continues to vest |
||
2 years COBRA
Good reason includes failure to obtain assumption by a successor |
||
Death or Disability
|
Pro-rated annual incentive |
|
Death: immediate vesting and settlement of PRSUs & RSUs;
vested options exercisable for 1 year and unvested options
forfeited |
||
Disability: continued vesting of PRSUs & RSUs in
accordance with terms; vested options exercisable for 1 year and
unvested options forfeited |
Benefits
|
All plans available to executive officers |
|
Private aircraft for AMTD-related business |
||
Reimbursement for tax preparation as long as executive has
Canadian and US income |
||
Conditions to Receipt of Severance
|
As a condition to receiving severance
payments, Mr. Tomczyk is required to enter into a release of claims and abide by non-competition, non-solicitation and non-disparagement covenants. |
TD AMERITRADE HOLDING CORPORATION |
||||
Date: May 15, 2008 | By: | /s/ William J. Gerber | ||
Name: | William J. Gerber | |||
Title: | Chief Financial Officer | |||