Form of Restricted Stock Unit Award Agreement (Director)



 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. 
  

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	 Vesting Date
	  	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 termination and still subject to the
Period of Restriction shall be forfeited. All vested RSUs held by the Participant at the date of termination shall be paid as soon as administratively feasible in accordance with Section 3 herein to the extent not previously paid. 

8. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company
during the Period of Restriction and prior to the Participant’s termination of service as a Director of the Company, the Period of Restriction imposed on the RSUs shall immediately lapse, with all such RSUs vesting subject to applicable
federal and state securities laws. Notwithstanding anything to the contrary in this Agreement, payout 

  

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of all vested RSUs shall occur as soon as administratively feasible following a Change in Control, but in no event later than sixty (60) days after the
effective date of the Change in Control. 
 9. Restrictions on Transfer. RSUs granted pursuant to this Agreement may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of
RSUs is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the RSUs, the Participant’s right to such RSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall
lapse. 
 10. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or a corporate
transaction such as any reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Stock or other securities, stock dividend, liquidation, dissolution, or otherwise, the number and class of RSUs subject to
this Agreement shall be equitably adjusted by the Committee to prevent dilution or enlargement of rights. 
 11. Beneficiary
Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she
receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Director of
Human Resources of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate. 
 12. Continuation of Service. This Agreement shall not confer upon the Participant any right to continue service as a Director of the Company, nor
shall this Agreement interfere in any way with any right to terminate the Participant’s service as a Director. 
 13.
Miscellaneous. 
  

	 	(a)	This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such
rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such
shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the
Participant. 

  

	 	(b)	 The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan (except as provided in
Section 2.9, 3.4 or 6.2 of the Plan) may in any material way adversely 



  

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impair the Participant’s rights under this Agreement, without the written consent of the Participant. 


  

	 	(c)	The Company’s obligation to payout RSUs under this Agreement is subject to withholding of all federal, state and local taxes (including the Participant’s FICA obligation),
domestic or foreign. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy such taxes required by law to be withheld with respect to any payout to
the Participant under this Agreement. 

 The Participant may elect, subject to any procedural rules adopted by the Committee,
to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Stock having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld. 
  

	 	(d)	The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this
Agreement. 

  

	 	(e)	This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be
required. 

  

	 	(f)	All obligations of the Company under the Plan and this Agreement, with respect to the RSUs, shall be binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

  

	 	(g)	To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement
shall not be affected by such holding and shall continue in full force in accordance with their terms. 

  

	 	(h)	To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without giving effect to the
conflicts of laws principles thereof. 

  

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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of
Grant. 
  

							
		 		 	TFS Financial Corporation
				
		 		 	By:	 	  

		 		 		 	Chairman and Chief Executive Officer
	ATTEST:	 		 		 	
			
	  
	 		 	  

		 		 	Participant

  

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