Retirement and Non-Competition Agreement
This Retirement
and Non-Competition Agreement ("Agreement") is entered into
this 30th day of June, 2003 ("Effective Date") by and between Third Federal
Savings Bank ("Bank"), a federal savings bank having its
principal place of
business located in Newtown, Pennsylvania
and John R. Stranford ("Employee").
WHEREAS,
Employee has previously served the Bank as an employee and
its
President, Chief Executive Officer and a
member of the Board of Directors;
WHEREAS, the
Bank recognizes the specialized knowledge and expertise of the
Employee related to the business
affairs of the Bank,
and the subsidiaries
of
the Bank ("Bank Subsidiaries");
WHEREAS,
Employee has advised
the Bank that upon his
retirement from
the
Bank as an officer, employee and director, he shall elect to receive his
retirement benefits under the Bank's
defined benefit pension plan in the form of
an annuity benefit and not in the form of a
lump-sum payment;
WHEREAS,
Employee and the Bank
desire to enter into such a retirement and
non-competition agreement upon the terms
and conditions hereinafter contained;
NOW,
THEREFORE,
in consideration of the covenants and
terms contained in
this Agreement as set forth herein and of
the mutual benefits
accruing to Bank
and to Employee from the retirement and
non-competition
agreement between the
parties as set forth by the terms of this
Agreement,
the Bank and the
Employee
agree as follows:
1. Resignation
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This
Agreement shall constitute written notice from the Bank to the
Employee that effective as of the Effective
Date, the Employee's
resignation as
an officer, employee and director of the Bank and all Bank Subsidiaries
(collectively, the "Companies") effective July 1,
2003 is accepted on behalf of
the Bank and its Board of Directors and
shall be effective as of July 1, 2003.
2. Non-Competition and
Confidential Business
-----------------------------------------
The Employee
hereby agrees that for the period commencing on the Effective
Date and ending April 30, 2006:
(a) Employee will not, without the express written consent of the
Companies, directly or indirectly communicate
or divulge to, or use for his own
benefit or for the benefit of any other person, firm, association, or
corporation, any of the trade secrets,
proprietary data or
other confidential
information communicated to or otherwise learned or acquired by the
Employee
from the Companies, except that Employee
may disclose such matters to the extent
that disclosure is required by a court or
other governmental agency of competent
jurisdiction.
(b) Employee
will not contact
(with a view toward
selling any product
or
service competitive with any product or service sold
or proposed to be sold by
the Companies during the three year period
prior to July 1, 2003)
any person,
firm, association or corporation (A) to
which the Companies sold any product or
service, (B) which Employee solicited, contacted or otherwise
dealt with on
behalf of the Companies, or (C) which Employee was
otherwise aware was a client
of the Companies. Employee will not directly or indirectly make any such
contact, either for his own benefit or for the benefit of any other person,
firm, association, or corporation.
(c) Employee hereby agrees that he shall not engage in providing
professional services or enter into employment or other relationship as an
employee, director, consultant,
representative,
or similar
relationship to any
financial services enterprise (including but not limited to a
savings and loan
association, bank, credit union or insurance
company) whereby the Employee will
have a work location within 50 miles of the
home office of the
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Bank located in Newtown, Pennsylvania, or within 30 miles of any
office or
branch of the Companies existing as of the
Effective Date.
(d) Employee hereby agrees that he shall not, on his own behalf or on
behalf of others, employ, solicit, or induce, or attempt to
employ, solicit or
induce, any employee of the Companies, for employment with any financial
services enterprise (including but not limited to a savings and loan
association, bank, credit union, or insurance
company), nor will the Employee
directly or indirectly, on his behalf or for others, seek to influence any
employee of the Companies to leave the
employ of the Companies.
(e) Employee
will not make any
public statements
regarding the
Companies
without the prior consent of the Companies,
and the Employee shall
not make any
statements that disparage the Companies or the business practices of the
Companies. The Bank shall not knowingly or
intentionally
make any statements
that disparage the Employee.
(f) The Employee
and the Companies
acknowledge and agree that irreparable
injury will result to the parties in the event of a breach of any of the
provisions of this Section 2 (the
"Designated Provisions") and that the Employee
and the Companies will have no adequate remedy at law with respect thereto.
Accordingly, in the event of a material breach
of any Designated Provision, and
in addition to any other legal or equitable
remedy the Employee or the Companies
may have, the Employee or the Companies shall be entitled to the entry of
a
preliminary and a permanent injunction
(including, without limitation, specif
