TD AMERITRADE HOLDING CORPORATION RESTRICTED STOCK UNIT AGREEMENT
TD AMERITRADE HOLDING CORPORATION
TD AMERITRADE Holding Corporation (the “Company”) hereby grants you, [ ] (the
“Grantee”), the number of Restricted Stock Units indicated below under the Company’s 1996 Directors
Incentive Plan (the “Plan”). The date of this Agreement is ___, 20___(the “Grant Date”).
Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this
grant are as follows:
Grant Date:
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[Date] | |
Total Number of Restricted Stock Units:
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[Number] This reflects the total number of units granted to you on the Grant Date.* |
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The Restricted Stock Units will vest in accordance with the schedule set forth in Appendix B (attached), subject to your continuing to be a Non-Employee Director through the applicable vesting date(s). | ||
Settlement Date:
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One Share of Company Stock will be issued for each Restricted Stock Unit that has vested on the date specified in Appendix B (or on a date as soon as practicable thereafter). | |
You must accept this grant of Restricted Stock Units prior to the Acceptance Deadline, which is sixty (60) days from the Grant Date. |
* Except as otherwise provided in this Agreement, or by the terms of the Plan, you will not
vest in the Restricted Stock Units unless you remain a Non-Employee Director of the Company through
the applicable vesting date(s).
Your signature below indicates your agreement and understanding that this grant is subject to
all of the terms and conditions contained in the Plan and this Agreement, including Appendix A and
Appendix B. Important additional information on vesting, forfeiture and the actual issuance of the
Shares of Company Stock in settlement of the Restricted Stock Units covered by this grant are
contained in paragraphs 4 through 13 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A AND
APPENDIX B, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.
THIS AGREEMENT MUST BE ACCEPTABLE BY YOU BY THE ACCEPTANCE DEADLINE, OR THIS GRANT OF
RESTRICTED STOCK UNITS WILL AUTOMATICALLY BE CANCELED.
TD AMERITRADE HOLDING CORPORATION |
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By: |
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Title: |
ACCEPTED BY THE GRANTEE |
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Acceptance Date (must be within sixty (60) days of the Grant Date) |
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APPENDIX A
compensation plan, that the receipt of Stock subject to any Restricted Stock Unit, may be
deferred under the terms and conditions of the Plan or any such other Company deferred compensation
plan.
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taxes on behalf of such income recognized by the Grantee (for example if the Grantee has
become an Employee of the Company after the Grant Date and prior to the Settlement Date, or if
changes in Applicable Laws require such withholding), the Company reserves the right to withhold a
portion of the Shares otherwise issuable in payment for vested Restricted Stock Units that have an
aggregate market value sufficient to pay any applicable minimum federal, state and local income,
employment and any other applicable taxes required to be withheld by the Company with respect to
the Shares. No fractional Shares will be withheld or issued pursuant to the grant of Restricted
Stock Units and the issuance of Shares thereunder. The Company may instead, in its discretion,
withhold an amount necessary to pay the applicable taxes from the Grantee’s Non-Employee Director
compensation or other amounts payable to the Grantee, with no withholding of Shares. In the event
that any applicable withholding requirements are not satisfied through the withholding of Shares
(or, through the Grantee’s compensation or other amounts payable to the Grantee, as indicated
above), no Shares will be issued to the Grantee (or his or her estate) in settlement of the
Restricted Stock Units unless and until satisfactory arrangements (as determined by the Committee)
have been made by the Grantee with respect to the payment of any applicable taxes which the Company
determines must be withheld or collected with respect to such Restricted Stock Units. By accepting
this Award, the Grantee expressly consents to the withholding of Shares and to any cash or Share
withholding as provided for in this paragraph 12. All income and other taxes related to the
Restricted Stock Unit award and any Shares delivered in payment thereof are the sole responsibility
of the Grantee.
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subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or similar process,
this grant and the rights and privileges conferred hereby immediately shall become null and void.
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27. Notice of Governing Law. This grant of Restricted Stock Units shall be governed
by, and construed in accordance with, the laws of the State of Nebraska without regard to
principles of conflict of laws.
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VESTING SCHEDULE AND SETTLEMENT DATE
OF RESTRICTED STOCK UNITS
OF RESTRICTED STOCK UNITS
The vesting of the Restricted Stock Units subject to this award shall be determined based on
the following schedule:
[vesting schedule]
The Settlement Date, when the vested Restricted Stock Units, if any, will be settled by
issuing Shares of Company Stock to the Grantee shall be, unless otherwise deferred pursuant to
Section 6 of this Agreement, on the first date as soon as reasonably practicable following the
third anniversary of the Grant Date. However, if the Grantee terminates service as a Non-Employee
Director prior to the third anniversary of the Grant Date, the Restricted Stock Units, to the
extent vested on the date of such termination of service, shall be settled by the Company issuing
Shares of Company Stock to the Grantee as soon as reasonably practicable after such termination.
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