TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Employment Agreement Provision Summary Position President, effective January 2, 2016 CEO, effective October 1, 2016 Term Initial term of five years commencing January 2, 2016 • Annual re-appointment as CEO by the approval of at least two-thirds of the board of directors during the initial term or renewal thereof • Automatic renewal for additional terms of one-year each after the initial term • Written notice of non-renewal may be provided by the Company or Mr. Hockey at least six months before expiration • Written notice of voluntary retirement by Mr. Hockey at least six months before his resignation Base Salary $750,000 per year, and increased by the Compensation Committee to $1,000,000 beginning with fiscal year 2017 Annual Cash Incentive Participation in MIP with annual cash incentive target of $1,575,000 for fiscal year 2016, and increased by the Compensation Committee to $1,725,000 beginning with fiscal year 2017 Equity Compensation Participation in LTIP • Equity component of annual incentive award under the MIP with a target of $3,675,000 for fiscal year 2016, and increased by the Compensation Committee to $4,025,000 beginning with fiscal year 2017 • RSU award covering 158,533 shares granted on January 21, 2016, and scheduled to vest in full on January 21, 2021, subject to continued service with the Company through such date • Stock option award covering 503,247 shares granted on January 21, 2016, and scheduled to vest in four equal installments on January 21, 2017, 2018, 2019 and 2020, subject to continued employment with the Company or service as a member of the board of directors through the applicable dates Air Travel Mr. Hockey is entitled to fly on private aircraft when traveling on Company-related business at the expense of the Company Car Service Mr. Hockey is entitled to Company-paid car service transportation to and from work, and when traveling by ground transportation on Company-related business to the extent important for security purposes Taxes Tax preparation services paid by the Company in years where Mr. Hockey’s employment income is recognized in both Canada and the United States. If benefits provided to Mr. Hockey constitute “parachute payments” within the meaning of Section 280G of the Code and are subject to the excise tax imposed by Section 4999 of the Code, then severance benefits may be paid in a lesser amount that would result in no portion being subject to the excise tax, if such reduction would result in the receipt, on an after-tax basis, of a greater amount of severance benefits. Conditions to Receipt of Termination Payments and Benefits As a condition to Mr. Hockey receiving severance payments, he is required to enter into a release of claims and is required to abide by non-competition, non-solicitation and (except in the case of voluntary retirement after five years of becoming the Company’s CEO) mutual non-disparagement covenants and share ownership requirements. The non-competition, non-solicitation and non-disparagement covenants and the share ownership requirements cover a period of two years from the date of termination. 42 TD Ameritrade 2019 Proxy Statement