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performance goals as determined by the compensation committee of TD Ameritrade prior to the Effective Time using the information available as ofthe latest practicable date prior to the Effective Time and (y) the target level) (each, a “Schwab PSU Award”), except that the number of shares ofSchwab Common Stock subject to such Schwab PSU Award will equal the product of (i) the number of shares of TD Ameritrade Common Stockthat were subject to such Schwab PSU Award immediately prior to the Effective Time multiplied by (ii) 1.0837, rounded to the nearest whole share.At the Effective Time, each outstanding restricted stock unit award with respect to shares of TD Ameritrade Common Stock outstanding under theTD Ameritrade Holding Corporation 2006 Directors Incentive Plan, including each deferred restricted stock unit award and any stock unit issued inrespect of deferred cash fees (each, a “TD Ameritrade Director RSU Award”), whether vested or unvested, will vest, if unvested, and be cancelledand converted into the right to receive the Merger Consideration as if such TD Ameritrade Director RSU Award had been settled in shares of TDAmeritrade Common Stock immediately prior to the Effective Time; except that each such TD Ameritrade Director RSU Award that constitutes“deferred compensation” for purposes of Section 409A of the Code will instead be settled at the earliest time that would not result in the applicationof additional taxes or penalties under Section 409A of the Code, and each TD Ameritrade Director RSU Award for which settlement is delayed willbe converted into a fully vested Schwab RSU Award.Closing ConditionsThe obligation of the parties to consummate the Merger is subject to customary conditions, including, among others, (i) the approval and adoptionof the Merger Agreement by TD Ameritrade’s stockholders, including by the holders (other than TD Bank, the Significant Stockholders (as definedbelow) and their respective affiliates) of a majority of the outstanding shares of TD Ameritrade Common Stock (other than shares of TD AmeritradeCommon Stock held by TD Bank, the Significant Stockholders and their respective affiliates), (ii) the approval by Schwab’s stockholders of theissuance of Schwab Common Shares in the transaction (the “Share Issuance”) and an amendment to Schwab’s certificate of incorporation to createSchwab Nonvoting Common Stock with 300 million shares authorized for issuance (the “Charter Amendment”), (iii) the absence of any law,injunction, judgment, order or decree prohibiting or making illegal the consummation of the Merger or any of the other transactions contemplatedby the Merger Agreement and the ancillary agreements, (iv) the early termination or expiration of any applicable waiting period or periods under theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of specified governmental consents and approvals (in the case ofSchwab’s obligations to close, without the imposition of a Burdensome Condition (as defined below)), (v) compliance by Schwab and TDAmeritrade in all material respects with their respective obligations under the Merger Agreement and (vi) subject in most cases to exceptions that donot rise to the level of a “Parent Material Adverse Effect” or a “Company Material Adverse Effect” (each as defined in the Merger Agreement), asapplicable, the accuracy of representations and warranties made by Schwab and TD Ameritrade, respectively. The obligation of Schwab and TDAmeritrade to consummate the Merger is also subject to there not having occurred an event that has had or would reasonably be expected to have,individually or in the aggregate, a “Company Material Adverse Effect” or “Parent Material Adverse Effect”, respectively. The obligation of Schwabto consummate the Merger is also subject to the parties having received from the Federal Reserve Board a determination in form and substancereasonably satisfactory to Schwab or, as determined by Schwab in its sole discretion, other acceptable confirmation, that the consummation of theMerger will not result in Schwab either (i) being deemed to be “controlled” by TD Bank as that term is interpreted by the Federal Reserve Boardunder the BHC Act or HOLA or (ii) being deemed to be in “control” of any of the TD Subsidiary Banks (as defined in the Merger Agreement) asthat term is interpreted by the Federal Reserve Board under the BHC Act or HOLA (the “Noncontrol Determinations”).Representations and Warranties; CovenantsThe Merger Agreement contains customary representations and warranties from both Schwab and TD Ameritrade with respect to each party’sbusiness. The Merger Agreement contains customary covenants, including covenants by (i) TD Ameritrade to, subject to certain exceptions, conductits business in the ordinary course during the interim period between the execution of the Merger Agreement and the consummation of the Mergerand (ii) Schwab to not conduct its business outside the ordinary course during the interim period between the execution of the Merger Agreementand the consummation of the Merger to the extent it would, or would reasonably be expected to, prevent, enjoin, alter or materially delay thecontemplated transactions.Under the Merger Agreement, each of Schwab and TD Ameritrade has agreed to use its reasonable best efforts to take all actions and to do all thingsreasonably necessary, proper or advisable to consummate the Merger, including obtaining all consents required to be obtained from anygovernmental authority or other third party that are necessary, proper or advisable to consummate the Merger. Notwithstanding such generalobligation to obtain such consents of governmental authorities, Schwab is not required to take certain actions if such action would reasonably beexpected to have a material adverse effect on Schwab, TD Ameritrade and their respective subsidiaries, taken as a whole, in each case, measured ona scale relative to the size

of TD Ameritrade and its subsidiaries (a “Burdensome Condition”).The Merger Agreement provides that Schwab will take all necessary action to cause Todd Ricketts, who has been designated by TD Ameritrade, andtwo other individuals who will be designated by TD Bank to be appointed to the Board of Directors of Schwab as of the Effective Time, providedthat such individuals meet (i) the director qualification and eligibility criteria of the Nominating and Corporate Governance Committee of the Boardof Directors of Schwab and (ii) any applicable requirements or standards that may be imposed by a regulatory agency for service on the Board ofDirectors of Schwab, and will otherwise be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board ofDirectors of Schwab.Stockholder Meetings; Non-Solicitation; Intervening EventsThe Merger Agreement requires each of Schwab and TD Ameritrade to convene a stockholder meeting for purposes of obtaining the necessarySchwab stockholder approval and TD Ameritrade stockholder approval. In addition, subject to certain exceptions, each of Schwab and TDAmeritrade have agreed (i) not to solicit alternative transactions or enter into discussions concerning, or provide information in connection with, anyalternative transaction and (ii) that its Board of Directors will recommend that its stockholders approve the Share Issuance and the CharterAmendment or approve and adopt the Merger Agreement, as applicable.Prior to the approval of the Share Issuance and the Charter Amendment by Schwab’s stockholders or the approval and adoption of the MergerAgreement by TD Ameritrade’s stockholders, as applicable, the Board of Directors of Schwab or the Board of Directors of TD Ameritrade, asapplicable, may, in connection with (i) the receipt of a “Parent Superior Proposal” or a “Company Superior Proposal” (each as defined in the MergerAgreement), respectively, or (ii) a “Parent Intervening Event” or a “Company Intervening Event” (each as defined in the Merger Agreement),respectively, change its recommendation in favor of the Share Issuance and the Charter Amendment or the Merger Agreement, respectively, in eachcase, subject to complying with notice and other specified conditions, including giving the other party the opportunity to propose changes to theMerger Agreement in response to such Parent Superior Proposal, Company Superior Proposal, Parent Intervening Event or Company InterveningEvent, as applicable, if the failure to make such change in recommendation would be reasonably likely to be inconsistent with its fiduciary duties.Notwithstanding a change in recommendation by the Board of Directors of Schwab or the Board of Directors of TD Ameritrade, Schwab or TDAmeritrade, as applicable, is still required to convene the meeting of its stockholders as described above.Termination; Termination FeeThe Merger Agreement may be terminated by Schwab and TD Ameritrade by mutual agreement. Furthermore, either party may terminate theMerger Agreement if (i) subject to limited exceptions, the Merger has not been consummated on or before November 24, 2020, which may beextended to May 24, 2021 under certain circumstances if required regulatory approvals have not been obtained by the earlier date (such November24, 2020 date as it may be extended, the “End Date”), (ii) an applicable law prohibits the Merger and, in the case of an order or injunction, suchorder or injunction has become final and non-appealable, (iii) the required vote of TD Ameritrade’s stockholders is not obtained at TD Ameritrade’sstockholder meeting and (iv) the required vote of Schwab’s stockholders is not obtained at Schwab’s stockholder meeting.Schwab may terminate the Merger Agreement if (i) the Board of Directors of TD Ameritrade changes its recommendation to its stockholders toapprove and adopt the Merger Agreement, (ii) subject to limited exceptions, a required regulatory approval has been denied and such denial hasbecome final and non-appealable or on a final basis the relevant regulatory authority has determined not to grant the consent without imposing aBurdensome Condition, (iii) subject to limited exceptions, TD Ameritrade is in breach of the Merger Agreement in a manner that would result in afailure of the applicable closing condition and such breach either cannot be cured or has not been cured within forty-five days or (iv) subject tolimited exceptions, TD Ameritrade materially breaches the provisions of the Merger Agreement relating to non-solicitation of alternativetransactions or convening TD Ameritrade’s stockholder meeting.TD Ameritrade may terminate the Merger Agreement if (i) the Board of Directors of Schwab changes its recommendation to its stockholders toapprove the Share Issuance and the Charter Amendment, (ii) subject to limited exceptions, a required regulatory approval has been denied and suchdenial has become final and non-appealable, (iii) subject to limited exceptions, Schwab is in breach of the Merger Agreement in a manner thatwould result in a failure of the applicable closing condition and such breach either cannot be cured or has not been cured within forty-five days or(iv) subject to limited exceptions, Schwab materially

breaches the provisions of the Merger Agreement relating to non-solicitation of alternative transactions or convening Schwab’s stockholder meeting.In the event of a termination of the Merger Agreement under certain circumstances, Schwab or TD Ameritrade may be required to pay a terminationfee of 950 million to the other.TD Ameritrade would be required to pay to Schwab a termination fee of 950 million if the Merger Agreement is terminated (i) by Schwab prior toreceipt of TD Ameritrade stockholder approval as a result of a change in the recommendation of the Board of Directors of TD Ameritrade to itsstockholders to approve and adopt the Merger Agreement, (ii) by Schwab due to TD Ameritrade’s breach in any material respect of the provisionsof the Merger Agreement relating to non-solicitation of alternative transactions or convening TD Ameritrade’s stockholder meeting or (iii) bySchwab or TD Ameritrade if the necessary TD Ameritrade stockholder approval is not obtained and, at the time of termination, the MergerAgreement was terminable under clause (i) or (ii) above. In addition, TD Ameritrade would be required to pay to Schwab a termination fee of 950million if (w) the required vote of TD Ameritrade’s stockholders is not obtained at TD Ameritrade’s stockholders meeting, (x) prior to such vote, analternative acquisition of TD Ameritrade was publicl

unvested, will be assumed by Schwab and become a restricted stock unit award with respect to shares of Schwab Common Stock (each, a “Schwab RSU Award”), on the same terms and conditions as applied to such restricted stock award