[AMERITRADE HOLDINGS CORPORATION LOGO]
EXHIBIT 10.14
September 13, 2001
Xx. Xxxxxx X. Xxxxxx
Ameritrade Holding Corporation
0000 X, 000xx Xxxxxx
Xxxxx, XX 00000
Dear Xxx:
You and Ameritrade Holding Corporation (the "Company") are parties to an
amended and restated employment agreement dated March 1, 2001 (the "Employment
Agreement"). Paragraph 10 of Exhibit A, as well as Exhibit B of the Employment
Agreement, provide that you will participate in the Ameritrade Holding
Corporation Deferred Compensation Plan (the "Plan"). You should generally not
be subject to income tax on amounts credited for your benefit under the Plan
until you receive distribution of those amounts. However, you generally become
subject to Social Security taxes (sometime called "FICA taxes") with respect to
the Plan benefits as they become vested, rather than at the time of later
distribution.
This letter is intended to reflect our understanding that the Company will
lend to you the FICA tax amounts due from you from time to time as a result of
your vesting in benefits under the Plan. The loan will be made pursuant to the
promissory note attached to this letter agreement. Generally, the promissory
note provides that you are required to repay the loan at the time of
termination of your employment. The Company may set off the amount of the loan
against the amount that would otherwise be distributable to you under the Plan.
The loan will not bear interest. However, applicable income tax rules require
that, for a compensatory loan bearing a below-market rate of interest, taxable
interest income will be imputed to the borrower. Consistent with that
requirement, the Company will include the amount of each year's imputed
interest income on your Form W-2 for the year. Also, for periods prior to your
termination of employment, the Company will make an annual cash gross-up payment
to you in an amount equal to all taxes (including any interest or penalties
imposed with respect thereto) imposed on the imputed interest, including all
taxes (including any interest and penalties imposed with respect thereto)
imposed upon the gross-up payment.
If you accept the terms of this letter agreement, please indicate your
acceptance by signing and returning a copy of this letter to the undersigned,
along with a signed copy of attached promissory note.
Ameritrade Holding Corporation Accepted and agreed to September 13, 2001
XXXX X. XXXXXXXXX XXXXXX X XXXXXX
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Xxxx X. Xxxxxxxxx Xxxxxx X Xxxxxx
Chief Administrative Officer Chief Executive Officer
[AMERITRADE HOLDING CORPORATION LOGO]
September 13, 2001
PROMISSORY NOTE
Xxxxxx X. Xxxxxx (the "Borrower") and Ameritrade Holding Corporation (the
"Lender") are parties to an amended and restated employment agreement dated
March 1, 2001 (the "Employment Agreement"). Paragraph 10 of Exhibit A, as
well as Exhibit B of the Employment Agreement, provide that the Borrower will
participate in the Ameritrade Holding Corporation Deferred Compensation Plan
(the "Plan"). Section 3111 of the Internal Revenue Code (the "Code")
generally requires the Borrower to pay tax with respect to Old Age, Survivors
and Disability Insurance and Health Insurance ("FICA taxes") with respect to
the Borrower's "wages," including those attributable to the Plan. Under Code
section 3121(v), the Borrower will generally be treated as receiving "wages"
for purposes of section 3111 at the time amounts vest under the Plan. The
Borrower is required to pay FICA taxes at the time the wages are treated as
received. The Lender has agreed to lend to the Borrower the amount of the FICA
tax due from the Borrower from time to time by reason of the vesting of amounts
under the Plan, with such loans to be made as the FICA taxes become due.
In return for the Lender extending such loans to the Borrower, the Borrower
promises to pay to the Lender on the due date, at the Lender's principal office,
the principal sum equal to the amount lent to the Borrower as described in this
Note. The loan shall bear no interest. Said principal amount shall be due on the
date of the Borrower's termination of employment with the Lender for any reason.
At the Lender's option, repayment may be payable in annual, monthly, or
quarterly installments, in accordance with the distribution of the Account
Balance referenced in the Borrower's Employment Agreement dated March 1, 2001
and as subsequently amended.
The holder of this Note shall have full recourse against the Borrower
personally for failure to pay the Notes as and when due. At any time after the
loan becomes due in accordance with the preceding paragraph, the holder shall
be permitted to satisfy all or any portion of the amount due hereunder by
charging such amount against any amounts otherwise due to the Borrower under
the Plan.
The amount due under this Note is payable in lawful money of the United
States of America. The privilege is reserved to prepay any portion of this Note
at any time.
Should suit be commenced to collect this Note or any portion thereof, such
sum as the court may deem reasonable shall be added hereto as attorneys' fees.
The maker waives presentment for payment, protest, notice of protest and notice
of non-payment of this Note. This Note shall be governed by the laws of the
State of Nebraska as they apply to contracts entered into and wholly to be
performed within such state.
Borrower: Lender:
XXXXXX X. XXXXXX XXXX X. XXXXXXXXX, FOR AMERITRADE
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Xxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx
Chief Executive Officer Chief Administrative Officer
Date: 9/13/01 Date: 9/13/01
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