Executive Vice President, Chief Client Officer Employment Agreement -Lawrence Szczech

EXHIBIT 10.4


AMERITRADE HOLDING CORPORATION
EXECUTIVE EMPLOYMENT AGREEMENT


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


Witnesseth


WHEREAS, The Company has employed the Executive as Managing Director, Client and Product Strategy and now desires to promote the Executive to the position of Executive Vice President, Chief Client 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 Executive Vice President, Chief Client 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 $250,000, 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 65% 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 65% 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.


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


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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, "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


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(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 alone or with others, when
employed by the Company, including such of the foregoing items conceived
during the course ...