EXHIBIT 10.1
EMPLOYMENT AGREEMENT ADDENDUM
WAIVER OF CHANGE IN CONTROL
WHEREAS, Ameritrade Holding Corporation (the "Company") and Xxxxxx X. Xxxxxx,
(the "Executive") entered into an employment agreement dated as of March 1, 2001
(the "Employment Agreement"), and option agreement(s) (collectively, the "Option
Agreement"); and
WHEREAS, pursuant to an Agreement of Sale and Purchase entered into between the
Company and The Toronto-Dominion Bank, the Company has agreed to acquire the
U.S. brokerage business of TD Waterhouse Group, Inc., pending applicable
approval (the "Transaction");
NOW THEREFORE, it is hereby covenanted and agreed by the Company and the
Executive as follows:
The parties have agreed that, for purposes of the Employment Agreement and the
Option Agreement, the Transaction does not constitute a Change in Control, as
defined in the Employment Agreement and Option Agreement, and the Executive
hereby waives all rights that the Executive would have had under the Employment
Agreement and Option Agreement if the Transaction constituted a Change in
Control within the meaning of the Employment Agreement and/or Option Agreement,
as applicable.
The parties agree that this agreement (the "Addendum") does not retroactively
impair or otherwise adversely affect the rights the Executive under the
Employment Agreement or Option Agreement and does not enrich the Executive by
providing any additional benefits under the Employment Agreement or the Option
Agreement as a result of the Transaction. Except as provided herein, all
provisions of the Employment Agreement and Option Agreement shall remain in full
force and effect.
For Ameritrade Holding Corporation:
/s/ XXXXXX X. XXXXXX
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Signature
Xxxxxx X. Xxxxxx
Chief Executive Officer
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Title
Accepted and agreed to January 19, 2006
/s/ XXXXXX X. XXXXXX
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Executive
Xxxxxx X. Xxxxxx
