Exhibit 10.1
TFS Financial
Corporation
2008 Equity Incentive Plan
Nonqualified Stock Option Award
Agreement
[OFFICER Name]
August 11, 2008
This document constitutes part
of the prospectus covering
securities that have been
registered under the Securities Act of 1933.
TFS Financial
Corporation
2008 Equity Incentive Plan
Nonqualified Stock Option Award
Agreement
THIS AGREEMENT, effective as of the
Date of Grant set forth below, represents the grant of a
Non-Qualified Stock Option (a “Stock Option”) by TFS
Financial Corporation, a Federal corporation (the
“Company”), to the Participant named below, pursuant to
the provisions of the TFS Financial Corporation 2008 Equity
Incentive Plan (the “Plan”).
You have been selected to receive a
grant of a Stock Option pursuant to the Plan, as specified
below.
The Plan provides a description of
the terms and conditions governing the Stock Option. If there is
any inconsistency between the terms of this Agreement and the terms
of the Plan, the Plan’s terms shall completely supersede and
replace the conflicting terms of this Agreement. All capitalized
terms used herein shall have the meanings ascribed to them in the
Plan, unless specifically set forth otherwise herein.
The parties hereto agree as
follows:
Participant
: [Participant’s
Name]
Date of Grant
: August 11, 2008
Number of Shares of Common Stock
Covered by This Stock Option : [xx,xxx]
Exercise Price
: $11.74
Date of Expiration
: August 10, 2018
1. Employment With the
Company . Except as may
otherwise be provided in Sections 4, 5, or 6, the Stock Option
granted hereunder is granted on the condition that the Participant
remains an Employee of the Company or its Subsidiaries from the
Date of Grant through (and including) the Vesting Date (referred to
herein as the “Vesting Period”).
This grant of a Stock Option shall
not confer any right to the Participant (or any other Participant)
to be granted in the future a Stock Option or other Awards under
the Plan.
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2. Vesting of Stock
Option . Except as
hereinafter provided, the shares of common stock covered by this
Stock Option shall vest according to the following schedule,
provided the Participant has continued in the employment of the
Company or its Subsidiaries through such anniversary or
anniversaries.
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Number of Shares
Covered by This
Stock Option Vesting
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Cumulative Number
of Shares Covered by This
Stock Option Vesting
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Fourth anniversary of Date of Grant
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x,xxx
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x,xxx
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Fifth anniversary of Date of Grant
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x,xxx
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x,xxx
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Sixth anniversary of Date of Grant
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x,xxx
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xx,xxx
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Seventh anniversary of Date of Grant
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x,xxx
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xx,xxx
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3. Exercise of Stock
Option . Except as
hereinafter provided, the Participant may exercise this Stock
Option at any time after vesting (according to the vesting schedule
set forth in Section 2 of this Agreement), provided that no
exercise may occur subsequent to the close of business on the Date
of Expiration (as defined on page 1 of this Agreement). This Stock
Option may be exercised in whole or in part, but not for less than
one hundred (100) shares at any one time, unless fewer than
one hundred (100) shares then remain subject to the Stock
Option, and the Stock Option is then being exercised as to all such
remaining shares.
4. Termination of Service by
Death, Disability, or Retirement . In the event the employment of the Participant
with the Company or its Subsidiaries is terminated by reason of
death, Disability (as defined by U.S. Social Security
Administration), or Retirement, all unvested shares covered by this
Stock Option shall immediately become fully vested as of the date
of termination. In the case of death or Disability, all vested
shares covered by this Stock Option shall remain exercisable at any
time prior to their expiration date, or for one (1) year after
the date of termination, whichever period is shorter; in the case
of Retirement, all vested shares covered by this Stock Option shall
remain exercisable at any time prior to their expiration date, or
for three (3) years after the date of termination, whichever
period is shorter. For purposes of this Award Agreement,
“Retirement” shall be defined as attaining age
sixty-five (65) or attaining age sixty-two (62) with a
minimum of fifteen (15) years of service.
5. Termination of Service for
Other Reasons . If the
employment of the Participant with the Company or its Subsidiaries
shall terminate for any reason other than the reasons set forth in
Section 4, the shares covered by this Stock Option not yet
vested as of the date of termination shall be forfeited. All shares
covered by this Stock Option vested as of the date of termination
shall remain exercisable at any time prior to their expiration
date, or for three (3) months after the effective date
of termination, whichever period is shorter; provided,
however, that in the event of a Termination of Service for Cause,
all shares covered by this Stock Option shall terminate
immediately.
For purposes of Section 5,
“Cause” shall be determined solely by the Committee in
the exercise of good faith and reasonable judgment, and shall mean
the occurrence of any one or more of the following:
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(a)
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The
Participant’s conviction of a felony or of any lesser
criminal offense involving moral turpitude; or
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(b)
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The
Participant’s willful commission of a criminal or other act
that, in the judgment of the Board, will likely cause substantial
economic damage to the Company or its Subsidiaries or substantial
injury to the business reputation of the Company or its
Subsidiaries; or
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(c)
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The
Participant’s commission of an act of fraud in the
performance of his duties on behalf of the Company or its
Subsidiaries; or
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(d)
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The
Participant’s continuing willful failure to perform his
duties to the Company or its Subsidiaries (other than any such
failure resulting from the Participant’s incapacity due to
physical or mental illness) after written notice thereof;
or
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(e)
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An order of a
federal or state regulatory agency or a court of competent
jurisdiction requiring the termination of the Participant’s
Service with the Company.
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6. Change in Control
. Notwithstanding anything to the
contrary in this Agreement, in the event of a Change in
Cont