TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information (3) The amount of aggregate earnings in fiscal year 2018 represents $18,107 in dividends earned during fiscal year 2018 on the deferred stock units, which dividends will be payable in shares, and the value of any increase or decrease in the stock price of the shares. (4) The amounts earned for Mr. Boyle’s deferred stock units were not subject to any above-market or preferential earnings during fiscal year 2018 or any prior year reported in the Summary Compensation Table. (5) The amount of aggregate earnings in fiscal year 2018 represents $17,282 in dividends earned during fiscal year 2018 on the deferred stock units, which dividends will be payable in shares, and the value of any increase or decrease in the stock price of the shares. (6) The aggregate balance at fiscal year end 2018 represents the value of 28,950 deferred stock units of Company common stock based on $52.83 per share, the closing market price of the Company’s common stock on September 28, 2018 (the last business day of fiscal year 2018). Mr. Boyle previously deferred 50% of the cash component of his annual incentive award payable to him under the MIP for fiscal year 2016, which was converted into 10,334 deferred stock units. An amount of $342,900, representing the deferred portion of the annual incentive award payable in cash to Mr. Boyle under the MIP for fiscal year 2016 was included in the Summary Compensation Table for fiscal year 2016 under the column titled Non-Equity Incentive Plan Compensation. These deferred stock units are subject to the Company’s Executive Deferred Compensation Program. Under this program, participants may elect to defer up to 100% of their annual incentive earned under the MIP or such other compensation that the program administrator may permit. The program also permits discretionary contributions by the Company, although no Company contributions were made in fiscal year 2018. Deferred stock units under the program are eligible for DEUs, which generally are calculated by multiplying the dividend amount per share by the number of deferred stock units of the participant, divided by the closing price of the Company’s common stock on the dividend payment date. The program will provide for earlier, lump sum distribution in the event that Mr. Boyle becomes disabled while employed with the Company, and also permits distributions in connection with an unforeseeable emergency. (7) The aggregate balance at fiscal year end 2018 represents the value of 82,603 shares of Company common stock deferred under the RSU described in footnote (2) above (including DEUs earned on the deferred stock units, which also remain deferred), based on $52.83 per share, the closing market price of the Company’s common stock on September 28, 2018 (the last business day of fiscal year 2018). Potential Payments Upon Termination or Change in Control Introduction and Overview The Company has entered into employment agreements with Messrs. Hockey, Boyle and deSilva. Messrs. Nally and Quirk do not have employment agreements. The employment agreements and certain compensation plans and award agreements require the Company to provide compensation and benefits to the executives in the event of certain qualifying terminations of employment, including in connection with a change in control of the Company. Payments are not triggered automatically upon the occurrence of a change in control. Rather, our executives will receive change in control benefits only if their employment is terminated in certain instances following a change in control. Compensation Plans and Award Agreements Management Incentive Plan and Long-Term Incentive Plan Under the MIP, in the event of death or disability prior to the payment of a scheduled award, compensation will be paid to the executive’s estate or other authorized person. The LTIP provides that in the event of a change in control, unless determined otherwise by the administrator of the LTIP, in the event a successor to the Company does not assume or substitute or replace outstanding awards of options, RSUs and PRSUs, those awards will vest in full. The RSU and PRSU award agreements generally provide for settlement as soon as practicable upon the vesting of the award, except in limited circumstances for purposes of complying with any applicable laws (such as requirements relating to deferred compensation). The option, RSU and PRSU award agreements provide for the following treatment of named executive officers’ awards upon death, disability, retirement, termination without cause, resignation for good reason, and change in control: Triggering Event Treatment of Award Death or disability RSU award vests in full PRSU award vests based on target performance Retirement RSU award vests in full (other than with respect to Mr. Hockey’s RSUs granted January 1, 2016) PRSU award remains outstanding and eligible to vest based on actual performance Termination by the Company without cause Mr. Hockey’s RSU award granted January 1, 2016, vests in full, and other RSUs held by a named executive officer vest as to a prorated portion based on the number of full, 12-month periods of service completed during the vesting period PRSUs for which performance already has been met will vest in full. For PRSUs for which performance has not yet been measured, those PRSUs will remain outstanding and eligible to vest based on actual performance as to 100% with respect to Mr. Hockey, or 33% (if termination occurs at least one year after grant), 67% (if termination occurs at least two years after grant), or 100% (if termination occurs at least three years after grant), with respect to other named executive officers Mr. Hockey’s option award will continue to vest in accordance with its vesting schedule without regard to any continued employment or director service requirement TD Ameritrade 2019 Proxy Statement 39