Exhibit 10.3
TFS Financial
Corporation
2008 Equity Incentive Plan
Restricted Stock Unit 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
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
: [# units]
Purchase Price
: None
1. Employment 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 remains
an Employee of the Company or its Subsidiaries 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 (ten
percent (10%) on each of the third through ninth anniversaries
of the Date of Grant and thirty (30%) on the tenth anniversary
of the Date of Grant), 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 RSUs
Vesting
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Cumulative Number
of RSUs Vesting
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Third anniversary of Date of Grant
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X,xxx
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X,xxx
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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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1
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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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X,xxx
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Seventh anniversary of Date of Grant
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X,xxx
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X,xxx
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Eighth anniversary of Date of Grant
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X,xxx
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X,xxx
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Ninth anniversary of Date of Grant
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X,xxx
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X,xxx
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Tenth anniversary of Date of Grant
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X,xxx
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X,xxx
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3. Timing of Payout
. Payout of all vested RSUs shall
occur as soon as administratively feasible following
Participant’s Termination of Service with the Company or its
Subsidiaries, but in no event later than sixty (60) days after
the effective date of termination.
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 employment of the Participant
with the Company or its Subsidiaries 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
sixty-five (65) or attaining age sixty-two (62) with a
minimum of fifteen (15) years of service.
7. Termination of Service for
Other Reasons .
If
