Exhibit 10.2
TFS Financial
Corporation
2008 Equity Incentive Plan
Restricted Stock Unit Award
Agreement
[Director 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
Restricted Stock Unit Award
Agreement
THIS AGREEMENT, effective as of the
Date of Grant set forth below, represents a grant of Restricted
Stock Units (“RSUs”) 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 RSUs pursuant to the Plan, as specified below.
The Plan provides a description of
the terms and conditions governing the RSUs. 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 RSUs Granted
: 50,000
Purchase Price
: None
1. Service With the
Company . Except as may
otherwise be provided in Sections 6, 7 and 8, the RSUs granted
hereunder are granted on the condition that the Participant
continues to provide service to the Company as a Director from the
Date of Grant through (and including) the vesting date, as set
forth in Section 2 (referred to herein as the “Period of
Restriction”).
This grant of RSUs shall not confer
any right to the Participant (or any other Participant) to be
granted in the future RSUs or other Awards under the
Plan.
2. Vesting
. Except as hereinafter provided,
the RSUs shall vest according to the following schedule (twenty
percent (20%) on the first through fifth anniversaries of the
Date of Grant), provided the Participant continues to provide
service as a Director of the Company through such anniversary or
anniversaries.
1
|
|
|
|
|
|
|
|
|
Number of
RSUs Vesting
|
|
Cumulative
Number of
RSUs Vesting
|
|
First anniversary of Date of Grant
|
|
10,000
|
|
10,000
|
|
Second anniversary of Date of Grant
|
|
10,000
|
|
20,000
|
|
Third anniversary of Date of Grant
|
|
10,000
|
|
30,000
|
|
Fourth anniversary of Date of Grant
|
|
10,000
|
|
40,000
|
|
Fifth anniversary of Date of Grant
|
|
10,000
|
|
50,000
|
3. Timing of Payout
. Payout of all RSUs shall occur as
soon as administratively feasible after vesting, but in no event
later than sixty (60) days after vesting.
4. Form of Payout
. Vested RSUs will be paid out
solely in the form of shares of Stock of the Company.
5. Dividend Equivalent and Voting
Rights . During the
Period of Restriction and pending the vesting and payout of any
RSUs under Sections 2 and 3 above, Participant shall be entitled to
Dividend Equivalent Rights in the form of a cash payment from the
Company equal in value to the amount of any cash dividend paid per
share of Stock by the Company, multiplied by the number of shares
of Stock underlying the RSUs. The Dividend Equivalent Rights shall
be paid out in accordance with the normal Company procedures for
paying cash dividends and further, shall not be subject to any
conditions or restrictions with respect to the underlying RSUs to
which they relate. The Participant shall not have voting rights
with respect to the RSUs.
6. Termination of Service by
Death, Disability, or Retirement . In the event the service of the Participant as
a Director of the Company is terminated by reason of death,
Disability (as defined by the U.S. Social Security Administration),
or Retirement, all RSUs held by the Participant at the date of
termination and still subject to the Period of Restriction
shall immediately become fully vested as of the date of
termination. For purposes of this Award Agreement,
“Retirement” shall be defined as attaining age
seventy-two (72).
7. Termination of Service for
Other Reasons . If the
service of the Participant as a Director of the Company shall
terminate for any reason other than the reasons set forth in
Section 6, all RSUs held by the Participant at the date of
term