Term Sheet — Peter J.
Sidebottom (“Executive”)
Certain capitalized terms used in this Term Sheet have the
meanings set forth in Schedule A.
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EVP, Product
and Marketing, TD Ameritrade
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Areas of
Responsibility :
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Product
Development, Marketing and Strategy
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February 17, 2009
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Fred Tomczyk,
President and CEO
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Annual
Compensation Target:
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Base
Salary
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$
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400,000.00
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Target
Bonus*
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$
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1,400,000.00
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Target Bonus Cash
Component
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$
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700,000
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(50%)
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Target Bonus
Equity Component
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$
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700,000
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(50%)
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Total Annual
Compensation Target
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$1,800,000.00
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*
2009 only (guaranteed minimum at
target, not pro-rated)
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Target Bonus Cash
Component
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$
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980,000
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(70%)
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Target Bonus
Equity Component
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$
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420,000
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(30%)
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$1,000,000
Restricted Stock Unit.**
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** Double
trigger provisions do not apply to One Time Equity Award but rather
this grant will be a single trigger (ie. there is a change in
Control other than a taking of control by TD Bank Financial
Group).
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$100,000, less
normal withholdings
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Share
Ownership Requirement :
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5 times base
salary
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In accordance
with TD Ameritrade Homeowner Relocation Policy (“Relocation
Policy”) — paid by TD Ameritrade. Includes temporary
accommodation in NJ until July 2009.
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Home sale
assistance to include Guaranteed Purchase Offer (subject to
applicable conditions and qualifications as further set forth in
the Relocation Policy) upon expiration of standard marketing
period
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Perquisites/Club Memberships
:
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N/A
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200 hours of
Paid Time Off annually to accrue in accordance with TD Ameritrade
PTO Accrual Schedule
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401(k) —
Employee contributions only
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Health and
Welfare Plans:
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TD Ameritrade
Benefits Plan Coverage
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1
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In the event of
Executive’s termination (i) by the Company without
Cause; (ii) by Executive for Good Reason; or (iii) In
Connection with a Change of Control, Executive will be entitled to
severance benefits as follows, subject to execution of Separation
and Release of Claims Agreement:
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•
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Continued payment of Base Salary for
12 months
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•
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Cash bonus payment equal to $700,000
(12 months) Target Bonus Cash Component
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•
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COBRA coverage for 12 months;
employer portion of premiums paid by TDA for first
6 months
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•
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Pro-rata vesting, in the event of
(i) or (ii) above, or continued vesting, in the event of
(iii) above, of all prior equity grants as per participation
agreements and as outlined in the TD Ameritrade 1996 LTIP
Plan.
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If the Company
reasonably determines that Code Section 409A will result in
the imposition of additional tax to an earlier payment of any
severance or other benefits otherwise due to Executive on or within
the 6 month period following Executive’s termination,
the severance benefits will accrue during such 6 month period
and will become payable in a lump sum payment on the date
6 months and 1 day following the date of
Executive’s termination. All subsequent payments, if any,
will be payable as provided above. Any severance payments will be
subject to applicable withholdings.
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All terms of
the Associate Agreement, dated 1/14/09, by and between Executive
and TD Ameritrade are hereby incorporated by reference.
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In addition to
Executive’s obligations relating to Non-Disclosure of
Confidential Information, Rights to Work Product and Non
Solicitation as set forth in the Associate Agreement, Executive to
remain bound by obligations of Non-Competition for the 12 month
period following termination of employment for any
reason
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Nothing herein
is intended to alter the “at-will” nature of
Executive’s employment. However, as described in this Term
Sheet, Executive may be entitled to severance benefits depending on
the circumstances of Executive’s termination of
employment.
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Peter J.
Sidebottom
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Fred
Tomczyk
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/s/ PETER J.
SIDEBOTTOM
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/s/ FRED
TOMCZYK
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Date
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Date
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01/14/2009
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01/15/2009
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2
As used in this
Term Sheet, and unless the context requires a different meaning,
the following terms, when capitalized, have the meaning
indicated:
“Base
Salary” means Executive’s annual rate of base
salary during the Term.
“Cause” means (i) the failure by Executive
to substantially perform his duties, other than due to illness,
injury or disability, which failure continues for ten days
following receipt of notice from the Company specifying such
failure; (ii) the willful engaging by the Executive in conduct
which is materially injurious to the Company, monetarily or
otherwise; (iii) misconduct involving serious moral turpitude
to the extent that in the reasonable judgment of the Company,
Executive’s credibility or reputation no longer conforms to
t
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