TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information However, the acquisition by TD Bank Group of Company common stock or substantially all of the Company’s assets will not be considered a change in control. President, Retail Distribution – Peter J. deSilva Mr. deSilva entered into a term sheet, effective September 18, 2017, to become the Company’s President, Retail Distribution. Below is a brief summary of certain terms of his agreement. Severance benefits under his term sheet are summarized further below under the section titled “Summary Table – Potential Payments Upon Termination or Change in Control.” Term Sheet Provision Summary Position President, Retail Distribution Base Salary $650,000 Annual Cash Incentive Participation in MIP with annual cash incentive target of $1,000,000 Equity Compensation Participation in LTIP • RSU award covering 11,434 shares granted September 20, 2017, scheduled to vest on September 20, 2020, and RSU award covering 11,434 shares granted September 20, 2017, scheduled to vest on September 20, 2022, in each case subject to continued employment with the Company through such date • Equity component of annual incentive award under the MIP with a target of $1,000,000 Conditions to Receipt of Termination Payments and Benefits As a condition to Mr. deSilva receiving severance payments, he is required to enter into a separation and release of claims agreement 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. deSilva’s Term Sheet “Cause” generally means the occurrence of any of the following: • the failure by Mr. deSilva 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. deSilva in conduct which is materially injurious to the Company, monetarily or otherwise; • misconduct to the extent that in the reasonable judgment of the Company, Mr. deSilva’s credibility or reputation no longer conforms to the standard appropriate for the Company’s executives; or • Mr. deSilva’s breach of any restrictive covenants to which he is subject. “Change in control” generally has the same meaning as provided under the LTIP. SAR Award Agreement Mr. deSilva entered into a SAR award agreement dated January 1, 2016 with Scottrade (before our acquisition of Scottrade). The SAR award agreement provided that, for each of calendar years 2016 and 2017, Mr. deSilva would become eligible to receive a cash bonus determined based on Scottrade’s consolidated pre-tax earnings. Cash bonus amounts are paid in three, equal, annual installments, with the first installment paid on the last day of the applicable year of performance, in each case subject to Mr. deSilva’s continued employment through the end of the applicable year. In the event of a termination of Mr. deSilva’s employment as a result of his death or disability, or termination by Scottrade or any of its affiliates (including the Company) without cause, any cash bonuses that have not yet vested under the SAR award based on Mr. deSilva’s continued employment, will accelerate vesting in full and become payable to him. In connection with the Company’s acquisition of Scottrade, Mr. deSilva became eligible to receive, and was paid, an amount equal to $4,087,423. Other than these cash bonuses, following the closing of the Company’s acquisition of Scottrade, no new amounts of cash bonuses will become eligible to be earned or paid under Mr. deSilva’s SAR award. TD Ameritrade 2019 Proxy Statement 45