EXHIBIT 10.4
EMPLOYMENT AGREEMENT ADDENDUM
WAIVER OF CHANGE OF CONTROL
WHEREAS, Ameritrade Holding Corporation (the "Company") and Xxxxxxx Xxxxxxxx,
(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
Agreement and Option Agreement if the Transaction constituted a Change of
Control within the meaning of the Employment Agreement and/or Option Agreement,
as applicable.
The parties agree that this agreement (the "Addendum") does not retroactively
impair or otherwise adversely affect the rights of the Executive under the
Employment Agreement or Option Agreement and does not enrich the Executive by
providing any additional benefits under the Employment Agreement or the Option
Agreement as a result of the Transaction. Except as provided herein, all
provisions of the Employment Agreement and Option Agreement shall remain in full
force and effect.
For Ameritrade Holding Corporation:
/s/ Xxxx X. Xxxxxxxxx
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Signature
Executive Vice President and Chief Administrative Officer
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Title
Accepted and agreed to July 15, 2002
/s/ Xxxxxxx Xxxxxxxx
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Executive
