Senior Vice President, Chief Brokerage Operations Officer Employment Agreement - Bryce B. Engel

EXHIBIT 10.3


AMERITRADE HOLDING CORPORATION
EXECUTIVE EMPLOYMENT AGREEMENT


This Executive Employment Agreement (the "Agreement") between AMERITRADE HOLDING CORPORATION, a Delaware corporation (the "Company") and Bryce B. Engel (the "Executive"), is made effective May 10, 2005 (the "Effective Date").


Witnesseth


WHEREAS, The Company has employed the Executive as Managing Director, Clearing and now desires to promote the Executive to the position of Senior Vice President, Chief Brokerage Operations Officer.


WHEREAS, The Executive desires to accept the promotion offered by the Company and continue being employed by the Company.


WHEREAS, The Company and the Executive desire to set forth in this Agreement, the terms, conditions and obligations of the parties with respect to such promotion and continued employment and this Agreement is intended by the parties to supersede all previous agreements (Excluding for this purpose, any option agreements dated prior to the Effective Date ("Prior Option Agreements"), which option agreements will remain in full force and effect and be subject to the terms of the 1996 Long Term Incentive Plan,) and understandings, whether written or oral, concerning employment with the Company and with any subsidiary of the Company.


NOW THEREFORE, In consideration of the Company entering into this Agreement and the benefits Executive will derive from the Agreement, Executive has agreed to be bound by the restrictive covenants contained in the terms below and the Company and the Executive agree as follows:


1. EMPLOYMENT. The Company will employ the Executive as Senior Vice President, Chief Brokerage Operations Officer of the Company or a comparable position as described in Section 6(e)(ii) below, upon the terms and conditions set forth in this Agreement. The Executive will perform such duties and responsibilities for the Company, which are commensurate with his position subject to the reasonable direction of the Chief Executive Officer (the "CEO"), Chief Operating Officer (the "COO") or the Chairman of the Board of Directors (the "Chairman").


2. TERM. Subject to the provisions set forth in Section 6 below, the term of this Agreement (the "Term") will be the period beginning on the Effective Date and ending on May__ , 2007 unless earlier terminated in accordance with Section 6 below. Within 90 days prior to the expiration of the Term, the Executive and COO or CEO shall negotiate terms under which this agreement will renew for another 12 months. Notwithstanding the foregoing, upon a


"Change of Control" (as defined in Section 7 below), the Term of this Agreement will not change, unless earlier terminated in accordance with Section 6 below.


3. COMPENSATION. During the Term, the Executive will be compensated for his services to the Company in accordance with the following:


(a) Base Salary. The Company will pay to the Executive an
annual base salary of $225,000, payable in accordance with the
Company's policies. The Executive's annual base salary may be
reviewed by the Company for possible increase (but not decrease)
during the Term of this Agreement at the Company's discretion.


(b) Annual Incentive. The Executive will be eligible to
participate in the Company's Management Incentive Plan (or any
successor short-term incentive plan or program) (the "MIP Plan") for
the Company's fiscal year 2005 and subsequent fiscal years during
the Term in accordance with the terms and conditions of the MIP Plan
with a target bonus of 60% of the Executive's annual base salary for
each fiscal year (the "Target Bonus"). The Executive's Target Bonus
for periods subsequent to the first year of the Term will be
determined by the Compensation Committee of the Board of Directors
of the Company (the "Compensation Committee") in its discretion and
based upon performance criteria determined for each fiscal year by
the Compensation Committee in its sole discretion but shall in no
event be less than 60% of the Executive's annual base salary for
such subsequent period.


(c) Long-Term Incentive Plan. The Executive will be eligible
to participate in the Company's 1996 Long-Term Incentive Plan (or
any successor long-term incentive plan or program) (the "LTIP"). Any
awards made under the LTIP will be made at the sole discretion of
the administrator of the LTIP, or the administrator's designee, and
will be subject to the terms and conditions of the LTIP and the
applicable award agreement. The Executive will be eligible for
periodic option awards, at the discretion and as determined by the
Compensation Committee from time to time, at the same time and
contingent upon options being granted to other Company executives by
the Compensation Committee. Number of options will be determined
using the same valuation methodology as other Company executives'
grants.


(d) Deferred Compensation Program. The Executive will be
eligible to participate in the Company's Executive Deferred
Compensation Program (or any successor deferred compensation
program) (the "Deferred Compensation Program") in accordance with
the terms and conditions of the Deferred Compensation Program.


(e) Benefits and Perquisites. The Executive will also receive
such benefits and perquisites (the "Benefits") which are made
available generally to other senior executives of the Company. All
such Benefits will be provided in such amounts as may be determined
from time to time by the Company in its discretion and pursuant to
the terms of the plan documents governing such Benefits.


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4. NON-COMPETITION, NON-SOLICITATION AND NON-HIRE PROVISIONS. The Executive agrees that:


(a) During the term of this Agreement and for a period of 12
months after the natural expiration of the Term (without renewal) or
the Date of Termination whichever occurs first (collectively, the
"Restricted Period"), the Executive will not (without the written
consent of the Chief Executive Officer and the Chairman of the
Board) engage or participate in any business within the United
States (as an owner, partner, stockholder, holder of any other
equity interest, or financially as an investor or lender, or in any
capacity calling for the rendition of personal services or acts of
management, operation or control) which is engaged in any activities
and for any business competitive with any of the primary businesses
conducted or formally proposed to be conducted by the Company or any
of its Affiliates (as defined below) during the 12-month period
prior to the Date of Termination or expiration of the Term. For
purposes of this Agreement, the term "primary businesses" is defined
as an online brokerage business, including active trader and long
term investor client segments. Provided that this restriction shall
not restrict Executive from being employed by or consulting with a
business, firm, corporation, partnership or other entity that owns
or operates an on-line brokerage, provided that (a) the on-line
brokerage business is de minimis as compared to its core business in
terms of revenue and/or resources, and (b) Executive's involvement
with the company excludes, directly or indirectly, the on-line
brokerage business during the Restriction Period. Notwithstanding
the foregoing, the Executive may own securities of a Competitive
Business so long as the securities of such corporation or other
entity are listed on a national securities exchange or on the NASDAQ
National Market and the securities owned directly or indirectly by
the Executive do not represent more than one percent of the
outstanding securities of such corporation or other entity;


(b) During the Restricted Period neither the Executive, nor
any business in which the Executive may engage or participate in,
will directly or indirectly (i) knowingly induce any customer or
vendor of the Company or of corporations or businesses which
directly or indirectly are controlled by the Company (collectively,
the "Affiliates") to patronize any Competitive Business, (ii)
knowingly canvass or solicit any business from any customer of the
Company or any of its Affiliates which business is of a type that is
similar to the business received by the Company or Affiliate from
the customer, (iii) request or advise any customer or vendor of the
Company or any of its Affiliates to withdraw, curtail or cancel such
customer's or vendor's business with the Company or any of its
Affiliates, or (iv) compete with the Company or any of its
Affiliates in merging with or acquiring any other company or
business (whether by a purchase of stock or other equity interests,
or a purchase of assets or otherwise) which is a Competitive
Business;


(c) During the Restricted Period, neither the Executive nor
any business in which the Executive may engage or participate in
will (i) knowingly hire, solicit or attempt to hire any employee or
contractor of the Company or any of its Affiliates or (ii) encourage
any employee or contractor of the Company or any of its Affiliates
to terminate employment or contractual arrangements. For purposes of
this Agreement,


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"employee" includes current employees as well as anyone employed by
the Company or any of its Affiliates within the prior six months
from the Executive's Date of Termination or expiration of the Term;
provided, however, that this provision shall not preclude any
business in which the Executive may engage or participate in from
hiring any such employee who responds to a public announcement
placed by the business as long as Executive does not exercise any
control over the business; and


(d) In the event that any of the provisions of this Section
should ever be deemed to exceed the time, geographic or occupational
limitations permitted by applicable laws, then such provisions will
and are hereby reformed to the maximum time, geographic or
occupational limitations permitted by applicable law.


5. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY.


(a) Except as may be required by law, or except to the extent
required to perform the Executive's duties and responsibilities
hereunder, the Executive will keep secret and confidential
indefinitely all non-public confidential information (including,
without limitation, information regarding cost of new accounts,
activity rates of different market niche customers, advertising
results, technology (hardware and software), architecture,
discoveries, processes, algorithms, maskworks, strategies,
intellectual properties, customer lists and other customer
information) concerning any of the Company and its Affiliates which
was acquired by or disclosed to the Executive during the course of
the Executive's employment with the Company ("Confidential
Information") and not use in any manner or disclose the same, either
directly or indirectly, to any other person, firm or business
entity.


(b) At the end of the Term (whether by expiration or
termination) or at the Company's earlier request, the Executive will
promptly return to the Company any and all records, documents,
physical property, information, computer disks, drives or other
materials relative to the business of any of the Company and its
Affiliates obtained by the Executive during course of employment
with the Company and not keep any copies thereof.


(c) The Executive acknowledges and agrees that all right,
title and interest in inventions, discoveries, improvements, trade
secrets, developments, processes and procedures made by the
Executive, in whole or in part, or conceived by the Executive either
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