EMPLOYMENT AGREEMENT

Exhibit 10.1

FREDRIC J. TOMCZYK EMPLOYMENT AGREEMENT

     This Agreement is entered into as of July 2, 2007, by and between TD Ameritrade Holding Corporation (the “Company”) and Fredric J. Tomczyk (the “Executive”).

     1.  Duties and Scope of Employment .

          (a) Positions and Duties . As of July 2, 2007 (the “Effective Date”), Executive will serve as Chief Operating Officer reporting to the Company’s Chief Executive Officer (the “CEO”). Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the CEO. The period Executive is employed by the Company under this Agreement is referred to herein as the “Employment Term”.

          (b) Resignations and Company Stock Ownership . As a condition to employment with the Company, Executive shall have, prior to the Effective Date, (1) resigned from (i) any and all positions with the Previous Employer and any subsidiaries or affiliates of the Previous Employer, and (ii) the Board of Directors of the Company (the “Board”) and (2) own shares of Company common stock with a value at least equal to $1,000,000.

          (c) Obligations . During the Employment Term, Executive will devote Executive’s full business efforts and time to the Company and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability and in accordance with each of the Company’s corporate guidance and ethics guidelines, conflict of interests policies and code of conduct. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the applicable committee of the Board or the CEO (which approval will not be unreasonably withheld); provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive’s obligations to Company.

          (d) Impediments to Employment . Executive hereby represents and warrants to the Company that Executive is not party to any contract, understanding, agreement or policy, written or otherwise, that would be breached by Executive’s entering into, or performing services under, this Agreement. Executive further represents that he has disclosed to the Company in writing all threatened, pending, or actual claims that are unresolved and still outstanding as of the Effective Date, in each case, against Executive of which he is aware, if any, as a result of his employment with the Previous Employer (or any other previous entity for which Executive provided services) or his membership on any boards of directors.

          (e) Other Entities . Executive agrees to serve, without additional compensation, as an officer and director for each of the Company’s subsidiaries, partnerships, joint ventures, limited liability companies and other affiliates, including entities in which the Company has a significant investment as determined by the Company. As used in this Agreement, the term “affiliates” will include any entity controlled by, controlling, or under common control of the Company.

     2.  At-Will Employment . Executive and the Company agree that Executive’s employment with the Company constitutes “at-will” employment. Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Executive. However, as described in this Agreement, Executive may be entitled to severance benefits depending upon the circumstances of Executive’s termination of employment.

     3.  Term of Agreement . This Agreement will have an initial term of five (5) years commencing on the Effective Date (the “Initial Term”). On the fifth anniversary of the Effective Date, this Agreement automatically will renew for an additional one (1) year term (the “Additional Term”) unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal. Following the Additional Term, the Agreement will renew for an additional one (1) year term upon the mutual consent of Executive and the Company.

     4.  Compensation .

          (a) Base Salary . Subject to periodic review by the Board, the Company will pay Executive an annual salary of $500,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings.

          (b) Annual Incentive . With respect to each full fiscal year during the Employment Term, Executive will be eligible to participate in the Ameritrade Holding Corporation Management Incentive Plan (“MIP”), pursuant to which Executive will be eligible to earn an annual incentive award (the “Annual Incentive”) based upon the achievement of applicable performance criteria established by the Compensation Committee of the Board (the “Compensation Committee”) within the first ninety (90) days of each fiscal year during the Employment Term and communicated to Executive. Each Annual Incentive will have a target value of $1,100,000 (the “Target”). Notwithstanding the foregoing, for the Company’s fiscal year ending September 30, 2007, Executive will be eligible to earn a target incentive award of $275,000 based upon the achievement of applicable performance criteria established by the Compensation Committee.

          (c) Equity Awards . During the Employment Term, Executive will be eligible to participate in the Ameritrade Holding Corporation 1996 Long-Term Incentive Plan (the “LTIP”). Each Award Agreement shall provide Executive, for purposes of calculating the portion of the applicable award, if any, vested on account of the “retirement” (as defined in the applicable Award Agreement) of Executive, with vesting credit for years of service with the Previous Employer.

               (i)  Special Grant . As soon as practicable after the Effective Date, Executive will be granted a special award under the LTIP of 325,000 performance restricted share units (the “Special Grant”), and will be scheduled to vest and be settled in accordance with the applicable performance criteria and vesting schedule provided in the applicable Award Agreement.

                (ii)  Annual Award . With respect to each full fiscal year during the Employment Term, Executive will be eligible for an award under the LTIP of performance restricted share units with a target value, determined by the Company pursuant to a reasonable and uniform methodology, equal to $2,000,000 on the date of grant (the “Annual Award”), and will be scheduled to vest and be settled in accordance with the applicable performance criteria and vesting schedule provided in the applicable Award Agreement. Notwithstanding the foregoing, for the Company’s fiscal year ending September 30, 2007, and in addition to the Special Grant, Executive shall be granted an award under the LTIP of performance restricted share units with a target value, determined by the Company pursuant to a reasonable and uniform methodology, equal to $500,000 on the date of grant, and will be scheduled to vest and be settled in accordance with the applicable performance criteria and vesting schedule provided in the applicable Award Agreement.

           (d) Treatment of Previous Employer Deferred Share Units . Executive agrees to sell, by December 31, 2007, at least 48,560 shares of the Previous Employer common stock issued to Executive in settlement of deferred share units under the applicable Previous Employer equity incentive plan.

     5.  Employee Benefits .

           (a) Generally . Executive will be eligible to participate in accordance with the terms of all Company employee benefit plans, policies and arrangements that are applicable to other executive officers of the Company, as such plans, policies and arrangements may exist from time to time.

          (b) Airplane Travel . When traveling on Company-related business, Executive will be entitled to fly on private aircraft, at the sole expense of the Company.

          (c) Tax Services . The Company will reimburse Executive for reasonable personal tax preparation costs paid by Executive for any taxable year in which Executive has income from both the United States and Canada.

          (d) Housing Stipend . The Company will pay Executive, as a housing stipend in order to assist with Executive’s relocation from Toronto, Canada to Jersey City, New Jersey, $10,000 per month for twelve (12) months. This housing stipend will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings.

          (e) Relocation Expenses . The Company will reimburse Executive for any reasonable relocation expenses which are authorized and approved pursuant to such Previous Employer’s normal and customary relocation services plan.

     6.  Expenses . The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

     7.  Termination of Employment . In the event Executive’s employment with the Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the effective date of termination, (b) unpaid, but earned and accrued Annual Incentive for any completed fiscal year as of his termination of employment, (c) pay for accrued but unused vacation that the Company is legally obligated to pay Executive, (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Executive, (e) unreimbursed business expenses required to be reimbursed to Executive, and (f) rights to indemnification Executive may have under the Company’s Articles of Incorporation, Bylaws, the Agreement, or separate indemnification agreement, as applicable. In addition, if the termination is by the Company without Cause or if Executive resigns for Good Reason, Executive will be entitled to the amounts and benefits specified in Section 8.

     8.  Severance .

          (a) Termination Without Cause or Resignation for Good Reason . If during the Employment Term Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, then, subject to Sections 9 and 10 and the requirement to delay certain payments in Section 25, Executive will receive: (i) continued payment of Base Salary for two (2) years in accordance with the Company’s normal payroll policies; (ii) continued payment of Executive’s Annual Incentive at the target level applicable during the year of Executive’s termination for a period of time equal to two (2) years in accordance with the Company’s normal payroll policies, (iii) the current year’s Annual Incentive pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s target incentive compensation by a fraction with a numerator equal to the number of days between the start of the current fiscal year and the date of termination and a denominator equal to 365, (iv) for a period of two (2) years, if the Executive or any of his dependents is eligible for and elects COBRA continuation coverage (as described in Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”)) under any Company group medical or dental plan, Executive will not be charged any premiums for such coverage; provided, however, Executive will be responsible for any income tax due with respect to such premiums, and (v) performance restricted share units granted under the LTIP as part of any Annual Awards or the Special Grant will be considered fully earned and vested and such vested shares will be settled as set forth in the Award Agreement.

          (b) Termination due to Death or Disability . In the event of a termination of Executive’s employment during the Employment Term due to death or Disability, then, subject to Sections 9 and 10, Executive, or Executive’s estate as applicable, will be entitled to receive the current year’s Annual Incentive pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s target incentive compensation by a fraction with a numerator equal to the number of days between the start of the current fiscal year and the date of termination and a denominator equal to 365.

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     9.  Release of Claims; Non-solicitation and Non-competition; Conditions to Receipt of Severance; No Duty to Mitigate .

          (a) Separation Agreement and Release of Claims . The receipt of any severance pursuant to Section 8 will be subject to Executive signing and not revoking a separation and release of claims agreement in substantially the form attached as Exhibit A , but with any appropriate reasonable modifications, reflecting changes in applicable law, as is necessary to provide the Company with the protection it would have if the release were executed as of the Effective Date. No severance will be paid or provided until the separation agreement and release agreement becomes effective. The Company agrees that it will execute and deliver to Executive said separation and release of claims agreement no later than eight (8) days after it receives a copy of such agreement executed by Executive. Company agrees that it will be bound by such separation and release of claims agreement and that same will become effective from and after the “Effective Date” thereof (as defined in Section 28 of such separation and release of claims agreement), even if Company fails or refuses to execute and deliver same to Executive.

          (b) Non-solicitation and Non-competition . During the Employment Term and the Restricted Period, Executive will not (without the written consent of the CEO) engage or participate in any business within any state in the United States, or any province in Canada, where the Company conducts business (as an owner, partner, stockholder, holder of any other equity interest, or financially as an investor or lender, or in any capacity calling for the rendition of personal services or acts of management, operation or control) which is engaged in any activities and for any business competitive with any of the primary businesses conducted by the Company or any of its Affiliates (as defined below). For purposes of this Agreement, the term “primary businesses” is defined as an on-line brokerage business, including active trader and long term investor client segments, and also includes any such other business formally proposed (and considered at a meeting of the Board) to be conducted by the Company or any of its Affiliates during the twelve (12) month period prior to the date of termination (collectively a “Competitive Business”). Provided that this restriction will not restrict Executive from being employed by (i) the Previous Employer in any capacity, or (ii) consulting with a business, firm, corporation, partnership or other entity that owns or operates an on-line brokerage, provided that (i) the on-line brokerage business is de minimis as compared to its core business in terms of revenue and/or resources, and (ii) Executive’s involvement with the company excludes, directly or indirectly, the on-line brokerage business during the Restriction Period. Notwithstanding the foregoing, Executive may own securities of a Competitive Business so l