Ameritrade Holding Corp Sample Contracts

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT ADDENDUM (August 12th, 2002)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT ADDENDUM WAIVER OF CHANGE IN CONTROL WHEREAS, Ameritrade Holding Corporation (the "Company") and Joseph H. Moglia, (the "Executive") entered into an employment agreement dated as of March 1, 2001 (the "Employment Agreement"), and option agreement(s) (collectively, the "Option Agreement"); and WHEREAS, pursuant to certain corporate transactions, the Company will become a wholly-owned subsidiary of a new public company ("New Ameritrade") pending applicable approval (the "Transaction"); NOW THEREFORE, it is hereby covenanted and agreed by the Company and the Executive as follows: The parties have agreed that, for purposes of the Employment Agreement and the Option Agreement, the Transaction does not constitute a Change in Control, as defined in the Employment Agreement and Option Agreement, and the Executive hereby waives all rights that the Executive would have had under the Employment Agreement

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT (August 12th, 2002)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT is made effective as of the 1st day of October, 2001 BETWEEN: (1) AMERITRADE HOLDING CORPORATION, a Delaware corporation, whose principal office is at 4211 South 102nd Street, Omaha, Nebraska 68127 (hereinafter called the "Company"); and (2) J. JOE RICKETTS, who has an address at P.O. Box 31519, Omaha, Nebraska 68131 (the "Employee"). WHEREBY IT IS AGREED, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, as follows: 1. (A) The Company hereby employs the Employee as the Chairman of the Company, and the Employee accepts such employment, on the terms of this Agreement. The Employee's services hereunder shall be to assist in the overall strategic business management of the Company, in identifying opportunities and relationships which can enhance shareholder value and in evaluating the activities and di

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT ADDENDUM (August 12th, 2002)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT ADDENDUM WAIVER OF CHANGE OF CONTROL WHEREAS, Ameritrade Holding Corporation (the "Company") and Phylis M. Esposito, (the "Executive") entered into an employment agreement dated as of February 1, 2002 (the "Employment Agreement"), and option agreement(s) (collectively, the "Option Agreement"); and WHEREAS, pursuant to certain corporate transactions, the Company will become a wholly-owned subsidiary of a new public company ("New Ameritrade") pending applicable approval (the "Transaction"); NOW THEREFORE, it is hereby covenanted and agreed by the Company and the Executive as follows: The parties have agreed that, for purposes of the Employment Agreement and the Option Agreement, the Transaction does not constitute a Change of Control, as defined in the Employment Agreement and Option Agreement, and the Executive hereby waives all rights that the Executive would have had under the Employment Agre

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT ADDENDUM (August 12th, 2002)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT ADDENDUM WAIVER OF CHANGE OF CONTROL WHEREAS, Ameritrade Holding Corporation (the "Company") and Vincent Passione, (the "Executive") entered into an employment agreement dated as of February 1, 2002 (the "Employment Agreement"), and option agreement(s) (collectively, the "Option Agreement"); and WHEREAS, pursuant to certain corporate transactions, the Company will become a wholly-owned subsidiary of a new public company ("New Ameritrade") pending applicable approval (the "Transaction"); NOW THEREFORE, it is hereby covenanted and agreed by the Company and the Executive as follows: The parties have agreed that, for purposes of the Employment Agreement and the Option Agreement, the Transaction does not constitute a Change of Control, as defined in the Employment Agreement and Option Agreement, and the Executive hereby waives all rights that the Executive would have had under the Employment Agreem

Ameritrade Holding Corp – EXECUTIVE EMPLOYMENT AGREEMENT (May 6th, 2002)

EXHIBIT 10.1 AMERITRADE HOLDING CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") between AMERITRADE HOLDING CORPORATION, a Delaware corporation (the "Company") and Phylis M. Esposito (the "Executive"), is made effective February 1, 2002 (the "Effective Date"). The Executive is employed as Executive Vice President and Chief Strategy Officer. The Company and the Executive desire to set forth in this Agreement, the terms, conditions and obligations of the parties (which have been in discussion since June 11, 2001) with respect to such employment and this Agreement is intended by the parties to supersede all previous agreements and understandings, whether written or oral, concerning employment with the Company and with any subsidiary of the Company. Accordingly, the Company and the Executive agree as follows: 1. EMPLOYMENT. The Company will c

Ameritrade Holding Corp – EXECUTIVE EMPLOYMENT AGREEMENT (May 6th, 2002)

EXHIBIT 10.2 AMERITRADE HOLDING CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") between AMERITRADE HOLDING CORPORATION, a Delaware corporation (the "Company") and Vincent Passione (the "Executive"), is made effective February 1, 2002 (the "Effective Date"). The Executive is employed as President, Institutional Client Division of the Company. The Company and the Executive desire to set forth in this Agreement, the terms, conditions and obligations of the parties (which have been in discussion since June 27, 2001) with respect to such employment and this Agreement is intended by the parties to supersede all previous agreements and understandings, whether written or oral, concerning employment with the Company and with any subsidiary of the Company. Accordingly, the Company and the Executive agree as follows: 1. EMPLOYMENT. The Company will

Ameritrade Holding Corp – 2002 MANAGEMENT INCENTIVE PLAN (EFFECTIVE SEPTEMBER 29, 2001) (May 6th, 2002)

EXHIBIT 10.4 AMERITRADE HOLDING CORPORATION 2002 MANAGEMENT INCENTIVE PLAN (EFFECTIVE SEPTEMBER 29, 2001) ELIGIBILITY FOR AWARDS. Awards under the 2002 Management Incentive Plan ("the Plan") may be granted by the Compensation Committee of the Board of Directors ("the Committee") of Ameritrade Holding Corporation ("the Company") or its designee to any associate who is in good standing at the time the award is made (the "Participant"). To be eligible for an award Participant shall be employed full-time by the Company as of the date final award amounts are calculated and approved by the Committee under this Plan. DETERMINATION OF AWARDS. Incentive awards for Participants shall be determined annually according to the achievement of Performance Goals that shall be established in the first 90 days of each year by the Committee. The Performance Goals (the "Performance Goals") shall be the stated business criteria as required pursuant to Section 162(m) o

Ameritrade Holding Corp – 1996 LONG-TERM INCENTIVE PLAN (April 12th, 2002)

EXHIBIT 4.2 AMERITRADE HOLDING CORPORATION 1996 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective as of November 13, 2001) AMERITRADE HOLDING CORPORATION 1996 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective as of November 13, 2001) 1. History and Purpose. The Ameritrade Holding Corporation 1996 Long-Term Incentive Plan (the "Plan") was previously adopted effective as of October 1, 1996 to increase stockholder value and to advance the interests of Ameritrade Holding Corporation ("Ameritrade") and its subsidiaries (collectively, the "Company") by awarding equity and performance based incentives designed to attract, retain and motivate employees. The Plan was amended, restated and continued effective as of April 1, 2000. The following provisions constitute

Ameritrade Holding Corp – REVOLVING CREDIT AGREEMENT (February 13th, 2002)

EXHIBIT 10.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG AMERITRADE HOLDING CORPORATION AND FIRST NATIONAL BANK OF OMAHA DECEMBER 28, 2001 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the "Agreement") is entered into as of the 28th day of December, 2001, among AMERITRADE HOLDING CORPORATION, a Delaware corporation having its principal place of business at 4211 South 102nd Street, Omaha, Nebraska 68127 (the "Borrower"), such lenders as may become Revolving Lenders hereunder after the date hereof and FIRST NATIONAL BANK OF OMAHA, a national banking association having its principal place of business

Ameritrade Holding Corp – AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (February 13th, 2002)

EXHIBIT 10.2 AMENDED AND RESTATED STOCK PLEDGE AGREEMENT THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (the "Stock Pledge Agreement") is made as of December 28, 2001, by and between FIRST NATIONAL BANK OF OMAHA, a national banking association having its principal place of business in Omaha, Nebraska as agent ("FNB-O" or the "Agent") for itself and such additional Revolving Lenders as may from time to time enter the Amended and Restated Revolving Credit Agreement (the "Revolving Credit Agreement"), dated as of December 28, 2001 (collectively, the "Revolving Lenders"), and AMERITRADE HOLDING CORPORATION (the "Borrower"). All terms not defined in this Stock Pledge Agreement shall have their respective meanings as set forth in the Revolving Credit Agreement. W I T N E S S E T H: WHEREAS, the Agent, the Revolving Lenders and the Borrower are parties

Ameritrade Holding Corp – SECURITIES CLEARING AGREEMENT (December 24th, 2001)

EXHIBIT 10.4 SECURITIES CLEARING AGREEMENT AGREEMENT, dated as of Jan 28, 1997, between Ameritrade Clearing, Inc., a ------------ Nebraska corporation ("Customer"), and The Bank of New York ("Bank"). WHEREAS, Customer has requested Bank to act as its clearing agent for the purpose of receiving and delivering securities, either in definitive form, through a securities depository or clearing agency or through the Federal Reserve/Treasury Book-Entry System in furtherance of Customer's business as a broker/dealer of securities; and WHEREAS, to induce Bank to act as clearing agent for Customer, Customer is willing to enter into this Agreement; NOW, THEREFORE, the parties hereto agree as follows: W I T N E S S E T H : ARTICLE I DEFINITIONS

Ameritrade Holding Corp – MASTER BROKER LOAN NOTE (December 24th, 2001)

EXHIBIT 10.2 MASTER BROKER LOAN NOTE Chicago, Illinois Date: December 22, 1998 FOR VALUE RECEIVED, ADVANCED CLEARING, INC. (the "Borrower") promises to pay to the order of The First National Bank or Chicago (the "Bank"), in lawful money of the United States at the office of the Bank at One First National Plaza, Chicago, Illinois, or as the Bank may otherwise direct, the aggregate outstanding unpaid principal amount of loans ("Loans") advanced hereunder, together with interest as provided below. Except as provided in the following paragraph, each Loan hereunder shall be due and payable on the day following the day on which the Loan is made, or earlier, on demand by the Bank, and shall bear interest at the rate per annum quoted to the Borrower by the Bank (each suc

Ameritrade Holding Corp – REVOLVING CREDIT AGREEMENT (December 24th, 2001)

EXHIBIT 10.24 FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG AMERITRADE HOLDING CORPORATION, FIRST NATIONAL BANK OF OMAHA, HARRIS TRUST AND SAVINGS BANK, LASALLE BANK NATIONAL ASSOCIATION, AND FIRSTAR BANK, N. A. DATED AS OF JANUARY 25, 2000 FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FOURTH AMENDMENT to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Fourth Amendment") entered into as of the 17th day of September, 2001 (the "Effective Date"), is intended to amend the terms of the Amended and Restated Revolving Cred

Ameritrade Holding Corp – BROKER LOAN PLEDGE AND SECURITY AGREEMENT (December 24th, 2001)

EXHIBIT 10.1 BROKER LOAN PLEDGE AND SECURITY AGREEMENT This BROKER LOAN PLEDGE AND SECURITY AGREEMENT, dated as of December 22, 1998, is among ADVANCED CLEARING, INC., a Nebraska corporation (the "Debtor"), each of the financial institutions from time to time party hereto (the "Lenders") and THE FIRST NATIONAL BANK OF CHICAGO, as collateral agent for the Lenders (in such capacity, the "Collateral Agent"). W I T N E S S E T H: WHEREAS, the Lenders may individually from time to time (a) make loans to the Debtor (the "Loans") and (b) issue standby letters of credit for the account of the Debtor (the "Letters of Credit"); WHEREAS, the Lenders have requested that the Debtor provide security for the payment of the Loans, the reimbursement of drawings under the Letters of Credit and the other Obligations (as hereinafter defined), and the Debtor is willi

Ameritrade Holding Corp – BROKER LOAN PLEDGE AND SECURITY AGREEMENT (December 24th, 2001)

EXHIBIT 10.3 FIRST AMENDMENT TO BROKER LOAN PLEDGE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO BROKER LOAN PLEDGE AND SECURITY AGREEMENT (this "Amendment") dated as of January 14, 1999, is among ADVANCED CLEARING, INC., a Nebraska corporation (the "Debtor"), THE FIRST NATIONAL BANK OF CHICAGO ("First Chicago"), a national banking association, as Collateral Agent and as a Lender, and COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH ("Commerzbank"), as a Lender. WHEREAS, the parties entered into that certain Broker Loan Pledge and Security Agreement dated as of December 22, 1998 (the "Security Agreement"); WHEREAS, Commerzbank has entered a Participation Agreement of even date herewith with First Chicago (the "Participation Agreement"), whereby Commerzbank has agreed to purchase a percentage interest in the loans made and letters of credit issued b

Ameritrade Holding Corp – HISTORICAL PRO FORMA --------------------------------------- PRO FORMA COMBINED AMERITRADE TRADECAST NDB.COM ADJUSTMENTS AMERITRADE ---------- ---------- --------- ----------- ------------ Revenues: Commissions and clearing fees $ 389,742 $ 4,819 $ 74,620 $ -- $ 469,181 Interest revenue 242,819 461 14,375 -- 257,655 Other 21,890 11,131 9,302 -- 42,323 --------- ---------- --------- --------- ---------- Total revenues 654,451 16,411 98,297 -- 769,159 Client interest expense 74,019 -- -- -- 74,019 --------- ---------- --------- --------- ---------- Net revenues 580,432 16,411 98,297 -- 695,140 - (November 20th, 2001)

EXHIBIT 99.6 AMERITRADE HOLDING CORPORATION and SUBSIDIARIES Unaudited Pro Forma Combined Condensed Financial Statements The following unaudited pro forma combined condensed financial statements are based on the historical financial statements of Ameritrade Holding Corporation, a Delaware corporation (the "Company"), TradeCast Investments Ltd., a Texas limited partnership ("TradeCast Ltd."), and National Discount Brokers Corporation, a New York corporation ("NDB.com"), and have been prepared to illustrate the effects of the acquisitions described below. The unaudited pro forma combined condensed financial statements are presented for illustration purposes only in accordance with the assumptions set forth below, and are not necessarily indicative of the combined financial position or results of operations which may be reported in future periods, nor of the financial position or results of operations that would have occurred if the Company, TradeCast Ltd. and NDB.com had been a combined

Ameritrade Holding Corp – PURCHASE AGREEMENT (September 21st, 2001)

1 EXECUTION COPY PURCHASE AGREEMENT between NATIONAL DISCOUNT BROKERS GROUP, INC. and AMERITRADE HOLDING CORPORATION, dated as of July 30, 2001 2 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01. Defined Terms..................................................1 Section 1.02. General Interpretive Principles................................6 ARTICLE II SALE AND PURCHASE OF THE COMPANY SHARES AND THE COMPANY NOTES Section 2.01. Sale and Purchase of

Ameritrade Holding Corp – AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (August 13th, 2001)

1 EXHIBIT 10.3 SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCK PLEDGE AGREEMENT THIS SECOND AMENDMENT to the AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (the "Second Amendment") entered into as of this 10th day of May, 2001, is intended to amend the terms of the Amended and Restated Stock Pledge Agreement dated as of January 25, 2000, as previously amended (the "Pledge Agreement") by and between FIRST NATIONAL BANK OF OMAHA, a national banking association having its principal place of business in Omaha, Nebraska as agent ("FNB-O" or the "Agent") for itself and HARRIS TRUST AND SAVINGS BANK, LASALLE BANK NATIONAL ASSOCIATION, FIRSTAR BANK, N.A., the revolving lenders (the "Revolving Lenders") under the Amended and Restated Revolving Credit Agreement dated as of January 25, 2000, as amended, ( the "Revolving Credit Agreement") and AMERITRADE HOLDING CORPORATION (the "Borrower"). All terms not defined in this Pledge Agreement

Ameritrade Holding Corp – REVOLVING CREDIT AGREEMENT (August 13th, 2001)

1 EXHIBIT 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG AMERITRADE HOLDING CORPORATION, FIRST NATIONAL BANK OF OMAHA, HARRIS TRUST AND SAVINGS BANK, LASALLE BANK NATIONAL ASSOCIATION, AND FIRSTAR BANK, N. A. DATED AS OF JANUARY 25, 2000 2 THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Third Amendment") entered into as of this 10th day of May, 2001, is intended to amend the terms of the Amended and Restated Revolving Credit Agreement (th

Ameritrade Holding Corp – AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (August 13th, 2001)

1 Exhibit 10.2 AMENDED AND RESTATED STOCK PLEDGE AGREEMENT THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (the "Stock Pledge Agreement") is made as of January 25, 2000, by and between FIRST NATIONAL BANK OF OMAHA, a national banking association having its principal place of business in Omaha, Nebraska as agent ("FNB-O" or the "Agent") for itself and HARRIS TRUST AND SAVINGS BANK, LASALLE BANK NATIONAL ASSOCIATION, MERCANTILE BANK NATIONAL ASSOCIATION , the revolving lenders (the "Revolving Lenders") under the Amended and Restated Revolving Credit Agreement dated as of January 25, 2000 ( the "Revolving Credit Agreement") and AMERITRADE HOLDING CORPORATION (the "Borrower"). All terms not defined in this Stock Pledge Agreement shall have their respective meanings as set forth in the Revolving Credit Agreement. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Agent, the Revolving Lenders a

Ameritrade Holding Corp – STOCKHOLDERS AGREEMENT (August 13th, 2001)

1 EXHIBIT 10.4 AMERITRADE HOLDING CORPORATION STOCKHOLDERS AGREEMENT THIS AGREEMENT (this "Agreement") is made as of April 2, 2001, between AMERITRADE HOLDING CORPORATION, a Delaware corporation (the "Company"), and the Persons listed on the signature pages attached hereto (each a "Stockholder" and together "Stockholders"). Certain capitalized terms used herein shall have the meanings set forth in Section 3. WHEREAS, the Company and some of the Stockholders are parties to an Agreement and Plan of Merger, dated February 13, 2001 (the "Merger Agreement"), and the Company and the other Stockholders are parties to an Interest Purchase Agreement, dated February 13, 2001 (the "Purchase Agreement"); WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the transactions under the Merger Agreement

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT (May 14th, 2001)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT AS AMENDED AND RESTATED WHEREAS, Ameritrade Holding Corporation (the "Company") and Joseph H. Moglia (the "Executive") entered into an employment agreement dated as of March 1, 2001 (the "Prior Agreement"); and WHEREAS, the parties have agreed to amend, restate and continue the Prior Agreement in the form hereof (the "Agreement"), all effective as of March 1, 2001 (the "Effective Date"); NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and the Executive as follows: 1. Employment Period. Subject to the terms of this Agreement, the Company hereby agrees to employ the Executive as its Chief Executive Officer during the Employment Period (as defined below), and the Executive hereby agrees to remain in the emp

Ameritrade Holding Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (April 12th, 2001)

1 EXHIBIT 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Pursuant to Section 11.2 of the Agreement and Plan of Merger (the "Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding Corporation, a Delaware corporation, TradeCast Inc., a Delaware corporation, TC Merger Sub Inc., a Delaware corporation, and each of the Persons listed on the Schedule of Stockholders attached thereto (each a "Stockholder" and together "Stockholders"), and in consideration of the mutual promises made in the Agreement and this Amendment, the parties thereto agree that the terms of the Agreement are amended set forth herein. 1. Section 2.2(d) of the Agreement is hereby amended by adding the phrase "any amounts necessary to satisfy any claims theretofore asserted by any Purchaser Indemnified Party pursuant to Article X and resolved pursuant to the provisions thereof and" immediately prior to the p

Ameritrade Holding Corp – INTEREST PURCHASE AGREEMENT (April 12th, 2001)

1 EXHIBIT 2.4 EXECUTION COPY ================================================================================ INTEREST PURCHASE AGREEMENT BY AND AMONG AMERITRADE HOLDING CORPORATION. ("PURCHASER"), FORTRADECAST L PARTNERS, L.P. AND FORTRADECAST S PARTNERS, L.P. (TOGETHER, "SELLERS") DATED AS OF FEBRUARY 13, 2001 ================================================================================ 2 TABLE OF CONTENTS (continued) ARTICLE I

Ameritrade Holding Corp – AMENDMENT NO. 1 TO INTEREST PURCHASE AGREEMENT (April 12th, 2001)

1 EXHIBIT 2.5 AMENDMENT NO. 1 TO INTEREST PURCHASE AGREEMENT Pursuant to Section 11.2 of the Interest Purchase Agreement (the "Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding Corporation, a Delaware corporation, Fortradecast L Partners, L.P., a Texas limited partnership, and Fortradecast S Partners, L.P., a Texas limited partnership, and in consideration of the mutual promises made in the Agreement and this Amendment, the parties thereto agree that the terms of the Agreement are amended as set forth herein. 1. Section 2.2(d) of the Agreement is hereby amended by adding the phrase "any amounts necessary to satisfy any claims theretofore asserted by any Purchaser Indemnified Party pursuant to Article X and resolved pursuant to the provisions thereof and" immediately prior to the phrase "any amounts deemed by Purchaser and the Sellers Representative reasonabl

Ameritrade Holding Corp – AMENDMENT NO. 2 TO INTEREST PURCHASE AGREEMENT (April 12th, 2001)

1 EXHIBIT 2.6 AMENDMENT NO. 2 TO INTEREST PURCHASE AGREEMENT Pursuant to Section 11.2 of the Interest Purchase Agreement (the "Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding Corporation, a Delaware corporation, Fortradecast L Partners, L.P., a Texas limited partnership, and Fortradecast S Partners, L.P., a Texas limited partnership, and in consideration of the mutual promises made in the Agreement and this Amendment, the parties thereto agree that the terms of the Agreement are amended as set forth herein. 1. The definition of "Earn-Out Shares" set forth in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following: "Earn-Out Shares" shall mean 712,500 Shares. 2. The definitions of "B2B Shares", "B2C Shares", "Net Revenue Shares" and "Pretax Profits Shares" set forth in Section 1.1 of the Agreement are hereby

Ameritrade Holding Corp – AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (April 12th, 2001)

1 EXHIBIT 2.3 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER Pursuant to Section 11.2 of the Agreement and Plan of Merger (the "Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding Corporation, a Delaware corporation, TradeCast Inc., a Delaware corporation, TC Merger Sub Inc., a Delaware corporation, and each of the Persons listed on the Schedule of Stockholders attached thereto (each a "Stockholder" and together "Stockholders"), and in consideration of the mutual promises made in the Agreement and this Amendment, the parties thereto agree that the terms of the Agreement are amended set forth herein. 1. The definition of "Earn-Out Shares" set forth in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following: "Earn-Out Shares" shall mean 712,500 Shares. 2. The definitions of "B2B Shares", "B2C Shares", "Net Revenue Shares" a

Ameritrade Holding Corp – AGREEMENT AND PLAN OF MERGER (April 12th, 2001)

1 EXHIBIT 2.1 EXECUTION COPY ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERITRADE HOLDING CORPORATION. ("PURCHASER"), TRADECAST INC. (THE "COMPANY"), TC MERGER SUB INC. ("MERGER SUB") AND THE PERSONS LISTED ON THE SCHEDULE OF STOCKHOLDERS ATTACHED HERETO (TOGETHER, "STOCKHOLDERS") DATED AS OF FEBRUARY 13, 2001 ================================================================================ 2 TABLE OF CONTENTS

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT (February 9th, 2001)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated January 3,2001 between Ameritrade Holding Corporation (the "Corporation"), and James M. Ditmore (the "Executive"). RECITALS The Corporation desires to assure to the Corporation the benefits of the Executive's expertise and knowledge, and the Executive, in turn, desires full-time, at-will employment with the Corporation, on the terms provided in this Agreement. Accordingly, in consideration of the mutual agreements contained in this Agreement, the parties agree as follows: ARTICLE I FULL-TIME EMPLOYMENT OF EXECUTIVE 1.1 DUTIES AND STATUS. (a) Titles, Authority and Reporting. The Corporation hereby continues the employment relationship of Executive as a full-time, at-will employee, effective as

Ameritrade Holding Corp – SEPARATION AND RELEASE AGREEMENT (February 9th, 2001)

1 EXHIBIT 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT ("Agreement") is made as of October 11, 2000, by and between Ameritrade Holding Corporation, and its subsidiaries, affiliates, successors and assigns (collectively, the "Company") and Thomas K. Lewis, his heirs, representatives, affiliates, successors and assigns (collectively, "Employee"). WHEREAS, Employee was hired by the Company effective February 15, 1999 and has held most recently the title of Chief Executive Officer; and WHEREAS, Employee's last day of work with the Company was August 7, 2000 (the "Termination Date"); WHEREAS, the parties have reached a full and final resolution of all matters arising from, or related to, Employee's employment with the Company; and WHEREAS, as a condition precedent to the Company performing its obligations as provided for herein, Emplo

Ameritrade Holding Corp – REGISTRATION RIGHTS AGREEMENT (December 22nd, 2000)

1 EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 21st day of July, 2000 (the "Effective Date") by and among Ameritrade Holding Corporation, a Delaware corporation (together with its successors and assigns, including a corporate successor entity, "Ameritrade"), and J. Roderick Heller, III and Dennis Hooks (the "Stockholder Representatives") as representatives of each stockholder of Financial Passport, Inc., a Delaware Corporation ("FPI"), as of the date of this Agreement (such FPI stockholders collectively referred to as the "Investors"). RECITALS WHEREAS, Ameritrade, OM Acquisition Sub I, Inc. ("Merger Sub") and OnMoney Financial Services Corporation ("OnMoney"), each wholly owned subsidiaries of Ameritrade, and FPI have entered into a Merger Agreement dat

Ameritrade Holding Corp – EMPLOYMENT AGREEMENT (December 22nd, 2000)

1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of August 2, 1999 (the "Effective Date"), by and between Vincent Passione ("Passione") and OnMoney Financial Services Corp. ("OnMoney"), a subsidiary of Ameritrade Holding Corporation; WITNESSETH THAT: WHEREAS, the parties desire to enter into this Agreement pertaining to the employment of Passione by OnMoney; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by Passione and OnMoney as follows: 1. Performance of Services. Passione's employment with OnMoney shall be subject to the following: (a) Subject to the terms of this Agreement, OnMoney hereby agrees to employ Passione as an executive during the Agreement Term (as defined below) and Passione hereby agrees to remai

Ameritrade Holding Corp – REVOLVING CREDIT AGREEMENT (December 22nd, 2000)

1 EXHIBIT 10.21 SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG AMERITRADE HOLDING CORPORATION FIRST NATIONAL BANK OF OMAHA, HARRIS TRUST AND SAVINGS BANK, LASALLE BANK NATIONAL ASSOCIATION, AND FIRSTAR BANK, N.A. DATED AS OF JANUARY 25, 2000 2 SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Second Amendment") entered into as of this 29th day of September, 2000, is intended to amend the terms of the Amended and Restated Revolving Credit Agreement (the "Agr

Ameritrade Holding Corp – REVOLVING CREDIT AGREEMENT (August 14th, 2000)

1 Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG AMERITRADE HOLDING CORPORATION, FIRST NATIONAL BANK OF OMAHA, HARRIS TRUST AND SAVINGS BANK, LASALLE BANK NATIONAL ASSOCIATION, AND MERCANTILE BANK NATIONAL ASSOCIATION DATED AS OF JANUARY 25, 2000 APRIL 28, 2000 2 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "First Amendment") entered into as of this 28th day of April, 2000, is intended to amend the terms of the Amended and Restated Revolving Credit Agreement (the "Agree

Ameritrade Holding Corp – MERGER AGREEMENT (August 11th, 2000)

1 Exhibit 2.1 ----------------------------- MERGER AGREEMENT BETWEEN ONMONEY FINANCIAL SERVICES CORPORATION, OM ACQUISITION SUB I, INC., FINANCIAL PASSPORT, INC. AND AMERITRADE HOLDING CORPORATION ----------------------------- JUNE 30, 2000 2 TABLE OF CONTENTS Section Page ------- ---- ARTICLE I. DEFINITIONS