Separation and Release Agreement

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, Employee has agreed that he will execute and comply fully with the terms of this Agreement;


NOW, THEREFORE, in consideration of the covenants undertaken in this Agreement, including the release contained herein, the parties agree as follows:


1. In full and complete satisfaction of Employee's claims for salary, vacation, bonus, stock options, severance, incentive pay, sick pay, holiday, out-placement services and other compensation of any kind, and as consideration for the promises contained in this Agreement, including but not limited to the release set forth in Paragraph 6 herein, the Company agrees to provide Employee with the following payments and benefits, some or all of which he would not otherwise be entitled:


a. The Company shall pay Employee a lump sum of $675,000 (from which
all applicable federal, state and local taxes shall be withheld),
such amount to be payable ten (10) days after the Company
receives the original Agreement executed by Employee;


b. The Company shall pay Employee a lump sum of $28,558 (from which
all applicable federal, state and local taxes shall be withheld),
representing Employee's accrued, but unused, paid time off, such
amount to be payable ten (10) days after the Company receives the
original Agreement executed by Employee;


c. The Company shall pay Employee a lump sum of $160,000 (from which
all applicable federal, state and local taxes shall be withheld),
representing incentive compensation for Employee for fiscal year
2000, such amount to be payable ten (10) days after the Company
receives the original Agreement executed by Employee;


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d. Should Employee so elect, the Company shall pay the full premiums
for Employee's medical benefits coverage for as long as Employee
continues to receive COBRA coverage up to a maximum of 18 months
from the Termination Date;


e. The Company shall pay to the law firm of Kramon & Graham, P.A. a
lump sum of $10,000, as a contribution toward Employee's legal
costs in connection with this Agreement, such amount to be
payable ten (10) days after the Company receives the original
Agreement executed by Employee and with respect to which the
Company shall issue Forms 1099;


f. The Company shall pay reasonable and customary expenses
associated with moving the Employee's household furnishings,
personal belongings, motorcycle and motor vehicle from Omaha,
Nebraska to Baltimore, Maryland;


g. The Company shall retain the Company apartment in Omaha, Nebraska
through September 30, 2000, and will make the necessary
arrangements to disconnect all utilities in the Company-provided
apartment; and


h. The Company will permit Employee to retain the Sony laptop
computer and related peripherals (e.g. monitor, keyboard,
scanner, palm cradle, cabling installed software, etc.) issued to
him by the Company, provided, however, that he permits the
Company to download or copy all Company related materials stored
on the computer.


2. In consideration of the payments and benefits to Employee in Paragraph 1 herein, and Employee's execution of this Agreement, and as an express condition of this Agreement, Employee hereby represents and warrants that through the date on which this Agreement is executed by the parties, he has not assigned or transferred, and he will not after such date assign or transfer, (a) any claims against the Company, (b) any rights that he may have had to assert compulsory or permissive counterclaims against the Company, or (c) any rights that he has or may have to the aforesaid payments and benefits.


3. Employee agrees that he will not seek reinstatement or apply for employment with the Company; notwithstanding the foregoing, the Company and the Employee may elect to enter into a consulting arrangement at some time in the future.


4. With the exception of the Sony laptop computer and related peripherals set forth in Paragraph 1(h) of this Agreement, Employee hereby agrees that, within ten (10) calendar days of the Termination Date, he shall turn over to the Company all company equipment and property, including but not limited, to computers, printers, and related equipment, cell phones, pagers, Company AMEX cards, and keys, as well as original and copies of notes, correspondence, memoranda, records, documents, computer disks and files, and all other information or products, no matter how produced or reproduced, pertaining to the business of the Company, its affiliates, officers, and shareholders (the "Company Materials"), it being hereby acknowledged that all of


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said items are the sole and exclusive property of the Company. Employee's signature on this Agreement shall serve as a representation and warranty that Employee has not retained any originals or copies of Company Materials.


5. The Employee acknowledges the provisions of paragraph 7 (Noncompetition), paragraph 8 (Confidential Information), paragraph 9 (Assistance with Claims) and paragraph 10 (Equitable Remedies) of his Employment Agreement with the Company, dated February 15, 1999 (the "Employment Agreement"). The Employee and the Company expressly agree that paragraphs 7, 8, 9 and 10 of the Employment Agreement are specifically incorporated by reference into this Agreement. A copy of paragraphs 7, 8, 9 and 10 of the Employment Agreement is annexed hereto as Exhibit A.


6. Subject to the Company's obligations as set forth herein, and except for claims based upon a breach of this Agreement, in consideration of the promises contained in this Agreement and the payments set forth in Paragraph 1 hereof, Employee hereby releases and forever discharges the Company and its affiliates, and their respective officers, directors, shareholders, representatives, agents, employees, and insurers (hereinafter, together with the Company, collectively and individually the "Company Releasees") from any and all rights, claims, demands, debts, dues, sums of money, accounts, attorneys' fees, complaints, judgments, executions, actions and causes of action of any nature whatsoever, cognizable at law or equity, which Employee has or claims, or might hereafter have or claim, against any Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of the world through the date of this Agreeme ...