TD Ameritrade 2019 Proxy and Annual Meeting of Stockholders

Executive Compensation and Related Information Summary Table – Potential Payments Upon Termination or Change in Control The following table summarizes potential payments upon termination or change in control for the named executive officers who were still serving as executive officers as of September 30, 2018. Each of the named executive officers will be entitled to receive change in control benefits only if his employment is terminated in connection with or following a change in control. “Cause” and “good reason,” where applicable, are defined above in the summary of employment agreements for Messrs. Hockey, Boyle and deSilva and any applicable award agreements. Except as specifically indicated in the footnotes to the table below, we used the following assumptions in calculating the amounts included the table and discussion below: • As required by SEC rules, we assume the triggering event causing the payment occurred on September 28, 2018, the last business day of our last completed fiscal year, and the price per share of the common stock of the Company was $52.83, the closing market price on that date. • We treat all amounts of base salary and annual cash incentive that were earned and accrued, including unused vacation, as of the date of the triggering event as paid immediately prior to the triggering event. These payments and benefits are payable by the Company (or its successor as applicable, in the case of any payments and benefits occurring after a change in control). Name Event of Termination Salary, Bonus and Cash Severance (4) ($) Option Awards ($) RSU Awards (5) ($) PRSU Awards (7) ($) Other Benefits and Perquisites ($) Total ($) Tim Hockey (1)(2) Termination without cause or resignation for good reason (including following a change in control), death or disability 5,443,700 6,255,373 8,803,961 16,860,219 23,536 37,386,789 Stephen J. Boyle (2) Termination without cause (including following a change in control), retirement 2,140,385 — 1,042,019 3,194,472 11,636 (8) 6,388,512 Death or disability — — 1,042,019 3,194,472 — 4,236,491 Peter J. deSilva (3) Termination without cause within 24 months after a change in control 2,798,485 — 1,226,396 1,505,549 7,944 5,538,374 Termination without cause 2,798,485 — 327,123 (6) — (6) 7,944 3,133,552 Resignation for good reason within 12 months following a change in control 1,650,000 — 1,226,396 1,505,549 7,944 4,389,889 Resignation for good reason 1,650,000 — 327,123 (6) — (6) 7,944 1,985,067 Death or disability — — 1,226,396 1,505,549 — 2,731,945 Thomas A. Nally Termination without cause within 24 months after a change in control 2,907,692 — 1,579,247 4,449,078 11,971 (9) 8,947,988 Termination without cause 2,907,692 — 1,052,796 (6) 435,953 (6) 11,971 (9) 4,408,412 Death or disability — — 1,579,247 4,449,078 — 6,028,326 Steven M. Quirk Termination without cause within 24 months after a change in control 1,036,538 — 1,424,825 3,211,958 15,894 (9) 5,689,215 Termination without cause 1,036,538 — 949,831 (6) 397,440 (6) 15,894 (9) 2,399,703 Death or disability — — 1,424,825 3,211,958 — 4,636,783 46 TD Ameritrade 2019 Proxy Statement