AMERITRADE HOLDING CORP
FORM OF 1996 LONG TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR E
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>6
<FILENAME>c90206exv10w25.txt
<DESCRIPTION>FORM OF 1996 LONG TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR EXECUTIVES
<TEXT>
<PAGE>
Exhibit 10.25

                         AMERITRADE HOLDING CORPORATION
                          1996 LONG-TERM INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                 FOR EXECUTIVES

         THIS AGREEMENT, made and entered into as of ________(the "Grant Date")
by and between Ameritrade Holding Corporation (the "Company") and ____________
(the "Participant");

                                WITNESSETH THAT:

         WHEREAS, the Company maintains the Ameritrade Holding Corporation 1996
Long-Term Incentive Plan (the "Plan"); and

         WHEREAS, the Participant is an employee of the Company and was selected
by the Committee (as defined in the Plan) to receive the grant of an option
under the Plan;

         NOW, THEREFORE, the Company and the Participant hereby agree as
follows;

1. Grant: Option Price. This Agreement evidences the grant to the Participant,
pursuant to the terms of the Plan, of an option (the "Option") to purchase a
total of ________ shares of Stock. The Exercise Price of each share subject to
the Option shall be $_______. The Option is not intended to be, and will not be
treated as an "incentive stock option" as that term is used in section 422 of
the Code.

2. Vesting. Subject to the terms and conditions of this Agreement, the Option
shall become vested and exercisable with respect to 1/4 of the shares of Stock
awarded under this Agreement on the first anniversary of the Grant Date, and
shall become vested and exercisable with respect to an additional 1/4 of the
shares of Stock under this Agreement on each subsequent anniversary until such
time as the Option is fully exercisable; provided, however, that no portion of
the Option shall vest or become exercisable after the date on which the
Participant's employment with the Company terminates for any reason or after the
date of a Forfeiture Event (as defined below), whichever is earlier.

3. Exercise. Subject to the restrictions contained herein, after the Option
becomes vested or exercisable pursuant to paragraph 2 and prior to the
Expiration Date (defined below), the Option, to the extent then vested and
exercisable, may be exercised in whole or in part by filing a written notice
with the Secretary of the Company at its corporate headquarters. The exercise
notice must be filed prior to the Expiration Date, must specify the number of
shares of Stock which the Participant elects to purchase and must be accompanied
by payment of the Option Price (including any applicable withholding taxes) for
such shares of Stock indicated by the Participant's election. Payment of the
Option Price (and any applicable withholding taxes) shall be by cash or check
payable to the Company, by delivery of shares of Stock having an aggregate Fair
Market Value (valued as of the date of exercise) that is equal to the Option
Price for the shares of Stock, or any combination thereof. The Participant may
pay the Option Price by



<PAGE>

authorizing Ameritrade, Inc. (or such other suitable party designated by the
Company) to sell shares of stock (or a sufficient portion of the shares)
acquired upon exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Option Price and any tax
withholding resulting from such exercise.

4. Expiration of Option and Vesting and Exercisability Upon Termination and
Change Of Control.


The "Expiration Date" for this Option shall be described below. All italicized
terms in this paragraph 4, unless noted, are as defined in the Participant's
Employment Agreement, effective September 9, 2002 ("Employment Agreement").

         a. Notwithstanding the following, in no event shall the Expiration Date
            extend beyond the ten-year anniversary of the Grant Date.

         b. Upon Death or Disability, the Option shall immediately become 100%
            vested and the Expiration Date shall be the one-year anniversary of
            the Participant's Date of Termination. In addition, for purposes of
            this Option, the Participant's employment with the Company shall be
            considered to have terminated because of Disability if, at the time
            of termination, the Participant is eligible for benefits under the
            applicable Company long-term disability plan.

         c. Upon Retirement (as defined below), the Option shall be exercisable
            to the extent vested at the time of the termination event, in
            accordance with Section 2 of this Agreement, and the Expiration Date
            shall be the one-year anniversary of the Participant's Date of
            Termination of employment with the Company. A Participant's
            employment with the Company shall be considered to have terminated
            because of "Retirement" if the Participant's employment terminates,
            for reasons other than Cause, after the Participant has attained age
            55 and completed at least 10 years of continuous service with the
            Company.

         d. Upon Termination by the Company for Reasons Other Than Cause or upon
            Voluntary Resignation by the Executive for Good Reason or
            Termination of Employment Agreement at the end of the Term, if the
            Participant complies with the terms of Sections 4 and 5 of the
            Employment Agreement, the Option shall be exercisable to the extent
            vested at the time of the termination event, in accordance with
            Section 2 of this Agreement and the Expiration Date shall be the
            one-year anniversary of the Participant's Date of Termination.

         e. Upon Voluntary Resignation, if the Participant complies with
            Sections 4 and 5 of the Employment Agreement, the Option shall be
            exercisable to the extent vested at the time of the termination
            event, in accordance with Section 2 of this Agreement, and the
            Expiration Date shall be the three-month anniversary of the
            Participant's Date of Termination of employment with the Company. If
            the Participant does not comply with Sections 4 and 5 of the
            Employment


                                                                               2
<PAGE>

            Agreement and the Option is not forfeited, the Expiration Date shall
            be the one-month anniversary of the Date of Termination.

         f. Upon Termination by the Company for Cause, if the Participant
            complies with Sections 4 and 5 of the Employment Agreement, the
            Option shall be exercisable to the extent vested at the time of the
            termination event, in accordance with Section 2 of this Agreement,
            and the Expiration Date shall be the three-month anniversary of the
            Participant's Date of Termination.


         g. Upon a Change of Control, the Option shall immediately become 100%
            vested; however while the Participant remains employed by the
            Company, the Option will only be exercisable to the extent it would
            have vested according to paragraph 2 of this Agreement absent a
            Change of Control. If the Participant's employment with the Company
            is terminated by the Company without Cause or by the Participant for
            Good Reason within twelve months that a Change of Control has
            occurred, the Expiration Date of the Option shall be the two-year
            anniversary of the Participant's Date of Termination. For purposes
            of this Section g., the Datek transaction which occurred on
            September 9, 2002 does NOT constitute a Change of Control.

4.   Restriction on Sale of Shares. The Participant's right to sell any shares
     acquired by exercise of this Option shall be subject to the terms,
     conditions and restrictions of the Ameritrade equity ownership and
     disposition guidelines.

5.   Nontransferability. The Option shall not be transferable except by will or
     the laws of descent and distribution and shall be exercisable during the
     Participant's lifetime only by the Participant.

6.   Administration. The authority to manage and control the operation and
     administration of this Agreement shall be vested in the Committee and the
     Committee shall have all of the powers with respect to this Agreement that
     it has with respect to the Plan. Any interpretation of the Agreement by the
     Committee and any decision made by it with respect to the Agreement is
     final and binding on all persons.

7.   Plan Governs. Notwithstanding anything in this Agreement to the contrary,
     the terms of this Agreement shall be subject to the terms of the Plan, a
     copy of which may be obtained by the Participant from the office of the
     Secretary of the Company.

8.   Successors. This Agreement shall be binding upon and shall inure to the
     benefit of any assignee or successor in the interest of the Company, and
     shall be binding upon and inure to the benefits of any estate, legal
     representative, beneficiary or heir of the Participant.

9.   Employee and Shareholder Status. This Agreement does not constitute a
     contract of employment or continued service and does not give the
     Participant the right to be retained as an employee of the Company. This
     Agreement does not confer upon the Participant or



                                                                               3
<PAGE>

     any holder thereof any right as a shareholder of the Company prior to the
     issuance of Stock pursuant to the exercise of the Option.

10.  Amendment and Severability. This Agreement may be amended by written
     agreement of the Participant and the Company, subject to the consent of the
     Committee, without the consent of any other person. If any provision,
     sub-provision or paragraph of this Agreement is found to be unenforceable
     by a court of competent jurisdiction, it shall not impair the
     enforceability of the other provisions, sub-provisions, and paragraphs.

11.  Defined Terms. Unless the context clearly implies or indicates the
     contrary, a word, term or phrase used or defined in the Plan is similarly
     used or defined for purposes of this Agreement.

12.  Forfeiture of Benefits.

     a.   Forfeiture Event. If a Forfeiture Event occurs, the Participant will
          immediately forfeit any remaining part of the Option and to the extent
          that he or she has previously exercised any or all of the Option, the
          Participant will be immediately obligated to pay the Company the
          Forfeited Amount (defined below). A Forfeiture Event shall mean the
          earliest of the following events occurring during the "Forfeiture
          Period" (defined as the period beginning on the date the Option is
          granted and ending upon the termination of the Restricted Period, as
          defined in the Employment Agreement):

            i.  Non-Competition.

                1.  If the Participant accepts employment with an employer that
                    is in competition with the Company, unless the Participant's
                    termination of employment is initiated by the Company for
                    reasons other than the Participant's misconduct;

                2.  If the Participant solicits any employee or customer of the
                    Company to end an existing relationship, contractual or
                    otherwise, with the Company; or

                3.  If the Participant engages in any other activity harmful to
                    the interests of or in competition with the Company.

            ii. Violation of Employment Agreement. With respect to any
                Participant who is a party to an employment agreement with the
                Company, the violation of any provision of such employment
                agreement; provided, however, that if the provisions of this
                Agreement expressly conflict with the provisions of any
                employment agreement, the provisions of the employment agreement
                will control.


            The Committee, upon recommendation by the Chief Executive Officer
            (the "CEO") of the Company (or the senior human resources officer,
            if so delegated to such individual by the CEO), shall have the sole
            authority to determine whether a




                                                                               4
<PAGE>

            Forfeiture Event has occurred and, if it has occurred, whether to
            waive the resulting forfeiture. The determination by the Committee
            shall be final and binding on all parties.

     b.   Forfeiture. The exercise of any or all of this Option shall be deemed
          to be consent to, and authorization of the payment to the Company of
          any Forfeited Amount. Payment to the Company of any Forfeited Amount
          will be made by any or all of the following methods, at the sole
          discretion of the CEO, as required for the Company to recoup the
          Forfeited Amount:

          i.     The Company may subtract any Forfeited Amount from any payments
                 payable to the Participant by the Company or any related entity
                 after the Forfeiture Event;

          ii.    The Participant will pay to the Company any Forfeited Amount
                 which is not repaid to the Company pursuant to the immediately
                 preceding paragraph within 30 days of the Forfeiture Event;
                 and/or

          iii.   The Participant will return any shares resulting from a stock
                 option exercise, if not previously sold, to the Company.

     c.   Forfeited Amount. For purposes of this Option, the Forfeited Amount
          shall mean either exercised Option shares or the aggregate income,
          including withholding (shall be computed by multiplying the number of
          shares purchased upon exercise of the Option, or any part of it,
          during the Forfeiture Period by the excess of (1) the Fair Market
          Value on the date of exercise of one share of Stock over (2) Exercise
          Price) realized by the Participant upon the exercise of all or any
          part of the Option during the 36 months immediately preceding the
          Forfeiture Event.

                                  * * * * * * *

         IN WITNESS WHEREOF, the Participant has hereunto set his or her hand
and the Company has caused these presents to be executed in its name and on its
behalf, all as of the date first above written and the Participant hereby
acknowledges that the terms and conditions of this Agreement have been read and
understood.

                                            PARTICIPANT

                                            ------------------------------------


                                            AMERITRADE HOLDING CORPORATION

                                            By:
                                                 -------------------------------

                                            Its:
                                                 -------------------------------


                                                                               5

</TEXT>
</DOCUMENT>
