TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Term Sheet Provision Summary Position Executive Vice President, Finance, effective July 1, 2015 Executive Vice President, CFO, effective October 1, 2015 Base Salary $400,000 per year, and increased by the Compensation Committee to $450,000 beginning with fiscal year 2017 Annual Cash Incentive Participation in MIP with annual cash incentive target of $675,000, and increased by the Compensation Committee to $775,000 beginning with fiscal year 2017 Equity Compensation Participation in LTIP • RSU award covering 79,767 shares granted July 8, 2015, and scheduled to vest in full on July 8, 2018, subject to continued employment with the Company through such date • Equity component of annual incentive award under the MIP with a target of $675,000, and increased by the Compensation Committee to $775,000 beginning with fiscal year 2017 Housing Allowance Company-paid monthly housing allowance for one bedroom work apartment and reimbursement for related taxes for the benefit Conditions to Receipt of Termination Payments and Benefits As a condition to Mr. Boyle receiving severance payments, he is required to enter into a release of claims and is required to abide by non-competition and non-solicitation covenants for a period of two years from the date of termination Certain Definitions Under Mr. Boyle’s Term Sheet “Cause” generally means the occurrence of any of the following: • the failure by Mr. Boyle 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; • the willful engaging by Mr. Boyle in conduct which is materially injurious to the Company, monetarily or otherwise; • misconduct involving serious moral turpitude to the extent that in the reasonable judgment of the Company, Mr. Boyle’s credibility or reputation no longer conforms to the standard of the Company’s executives; or • Mr. Boyle’s breach of any restrictive covenants to which he is subject. “Change in control” generally means the occurrence of any of the following: • The date any person (or more than one person acting as a group) acquires ownership of Company common stock that, together with common stock held by such person (or group), constitutes more than 50% of the total fair market value or voting power of Company common stock, but other than circumstances in which: additional common stock is acquired by any one person (or more than one person acting as a group) considered to own more than 50% of the total fair market value or voting power of Company common stock; or • The date that the board of directors determines that any person (or more than one person acting as a group, but other than any person or group considered to effectively control the Company) acquires or has acquired during a 12-month period 50% or more of the total voting power of Company common stock, or a majority of members of the board of directors is replaced over a 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the board of directors before the appointment or election; or • The date that any person (or more than one person acting as a group) acquires or has acquired during a 12-month period assets from the Company that have a total gross fair market value of at least 50% of the total fair market value of all Company assets, but other than a transfer: (i) to an entity controlled by the Company’s stockholders immediately after the transfer; or (ii) of assets to a Company stockholder in exchange for or with respect to Company common stock, or to an entity, at least 50% of the total value or voting power of which is owned by the Company, or to a person (or more than one person acting as a group) that owns at least 50% of the total value or voting power of all outstanding Company common stock, or to an entity owned by such person (referenced in the immediately preceding clause) as to at least 50% of its total value or voting power. 44 TD Ameritrade 2019 Proxy Statement