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AMTD > SEC Filings for AMTD > Form 8-K on 20-Nov-2012All Recent SEC Filings

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Form 8-K for TD AMERITRADE HOLDING CORP


20-Nov-2012

Change in Directors or Principal Officers, Financial Statements and Ex


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2012, under the terms of the Management Incentive Plan of TD Ameritrade Holding Corporation, for fiscal year 2013, the base salary of Fredric J. Tomczyk, president and chief executive officer of TD Ameritrade, was increased by $200,000 to $900,000 per year. There was no change to Mr. Tomczyk's annual incentive target.

On November 15, 2012, the H.R. and Compensation Committee of the Board of Directors of TD Ameritrade approved a grant of restricted stock units ("RSUs") to Marvin W. Adams, TD Ameritrade's executive vice president and chief operating officer, covering a number of shares that have a fair market value on the grant date equal to $1 million. The RSUs are scheduled to vest on the third anniversary of the grant date, subject to Mr. Adams remaining an employee of TD Ameritrade through that date. In each of 2013, 2014, 2015 and 2016, Mr. Adams will also receive additional RSUs covering a number of shares that have a fair market value on the grant date equal to $1 million. Each of these grants also will vest on the third anniversary of the date on which the grant is made, assuming Mr. Adams remains an employee of TD Ameritrade through the applicable vesting date. However, vesting of remaining unvested awards will be accelerated if Mr. Adams remains an employee of TD Ameritrade through December 1, 2016 and he voluntarily resigns on or after that date.

A copy of the form of Restricted Stock Unit Agreement ("RSU Agreement") for Mr. Adams' RSU grants is filed as Exhibit 10.1 to this Current Report on Form 8-K.The foregoing is qualified in its entirety by reference to the RSU Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 Exhibit
 Number    Description

 10.1      TD Ameritrade Holding Corporation Form of RSU Agreement for Mr. Adams


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