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TFS Financial Corporation 2008 Equity Incentive Plan Nonqualified Stock Option Award Agreement

Option Agreement

TFS Financial Corporation 

2008 Equity Incentive Plan 

Nonqualified Stock Option Award Agreement | Document Parties: TFS Financial Corporation You are currently viewing:
This Option Agreement involves

TFS Financial Corporation

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Title: TFS Financial Corporation 2008 Equity Incentive Plan Nonqualified Stock Option Award Agreement
Governing Law: Ohio     Date: 8/13/2008
Industry: Regional Banks     Sector: Financial

TFS Financial Corporation 

2008 Equity Incentive Plan 

Nonqualified Stock Option Award Agreement, Parties: tfs financial corporation
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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.

 

1


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.

 

 

 

 

 

 

Vesting Date

  

Number of Shares
Covered by This
Stock Option Vesting

  

Cumulative Number
of Shares Covered by This
Stock Option Vesting

Fourth anniversary of Date of Grant

  

x,xxx

  

x,xxx

Fifth anniversary of Date of Grant

  

x,xxx

  

x,xxx

Sixth anniversary of Date of Grant

  

x,xxx

  

xx,xxx

Seventh anniversary of Date of Grant

  

x,xxx

  

xx,xxx

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:

 

 

(a)

The Participant’s conviction of a felony or of any lesser criminal offense involving moral turpitude; or

 

2


 

(b)

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

 

 

(c)

The Participant’s commission of an act of fraud in the performance of his duties on behalf of the Company or its Subsidiaries; or

 

 

(d)

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

 

 

(e)

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.

6. Change in Control . Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Cont


 
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