EMPLOYMENT AGREEMENT
THIS AGREEMENT, is entered into this 1st day of July, 2003, ("Effective
Date") by and between TF Financial Corporation (the "TF") and John R. Stranford
(the "Executive").
WITNESSETH
WHEREAS, the Executive has heretofore been employed by Third Federal
Savings Bank ("Bank") as the President and Chief Executive Officer and is
experienced in all phases of the business of the Bank and TF; and
WHEREAS, the Executive has retired as an officer, employee and director of
the Bank and continues to serve TF as a director; and
WHEREAS, in order to induce the Executive to serve in the employ of the TF
and in consideration of the Executive's agreeing to be an employee of the TF,
the parties desire to specify the employment relationship between the TF and the
Executive;
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:
1. Employment.
----------
TF hereby employs the Executive in the capacity of Senior Advisor to the
President and Chairman of TF. The Executive hereby accepts said employment
and agrees to render consultation and advisory services to TF as are
requested by TF's President and Chairman from time to time during the term
of this Agreement. The Executive shall be available for service hereunder
upon receipt of not less than five (5) business days' written notice from
TF.
2. Term of Employment.
------------------
The term of employment of the Executive under this Agreement shall be for
the period commencing on the Effective Date and ending on April 30, 2005,
or such earlier date that the Executive shall retire or otherwise cease to
serve as a director of TF ("Term").
3. Remuneration.
------------
The TF shall compensate the Executive sole during the Term of this
Agreement at the rate of $1,000 per month ("Base Salary"), payable in cash
not less frequently than quarterly. While an employee of TF, the Executive
shall not be paid any additional compensation or fees for service as a
director of TF. Except as otherwise provided by the provisions of other
written
1
agreements, if any, the Executive shall not otherwise be eligible to
participate in any compensation or benefit programs applicable to other
employees of TF or its subsidiary companies as a result of this Agreement.
Nothing in this Agreement shall impact any previously awarded stock options
held by the Executive.
4. Noncompetition and Non-Disclosure.
---------------------------------
During the term of the Executive's employment under this Agreement and for
a period of five years following termination of the Executive's employment
with TF, the Executive shall not engage in any business or activity
contrary to the business affairs or interests of the TF or any subsidiaries
of TF (collectively, the "Companies"), including, but not limited to the
foregoing:
(a) Executive will not, without the express written consent of the
Companies, directly or indirectly communicate or divulge to, or use for his
own benefit or for the benefit of any other person, firm, association, or
corporation, any of the trade secrets, proprietary data or other
confidential information communicated to or otherwise learned or acquired
by the Executive from the Companies, except that Executive may disclose
such matters to the extent that disclosure is required by a court or other
governmental agency of competent jurisdiction.
(b) Executive will not contact (with a view toward selling any product or
service competitive with any product or service sold or proposed to be sold
by the Companies during the three year period prior to July 1, 2003) any
person, firm, association or corporation (A) to which the Companies sold
any product or service, (B) which Executive solicited, contacted or
otherwise dealt with on behalf of the Companies, or (C) which Executive was
otherwise aware was a client of the Companies. Executive will not directly
or indirectly make any such contact, either for his own benefit or for the
benefit of any other person, firm, association, or corporation.
(c) Executive hereby agrees that he shall not engage in providing
professional services or enter into employment or other relationship as an
employee, director, consultant, representative, or similar relationship to
any financial services enterprise (including but not limited to a savings
and loan association, bank, credit union or insurance company) whereby the
Executive will have a work location within 50 miles of the home office of
the Bank located in Newtown, Pennsylvania, or within 30 miles of any office
or branch of the Companies existing as of the Effective Date.
(d) Executive hereby agrees that he shall not, on his own behalf or on
behalf of others, employ, solicit, or induce, or attempt to employ, solicit
or induce, any employee of the Companies, for employment with any financial
services enterprise (including but not limited to a savings and loan
association, bank, credit union, or insurance company), nor will the
Executive directly or indirectly, on his behalf or for others, seek to
influence any employee of the Companies to leave the employ of the
Companies.
2
(e) Executive will not make any public statements regarding the Companies
without the prior consent of the Companies, and the Executive shall not
make any statements that disparage the Companies or the business practices
of the Companies. The Companies shall not knowingly or intentionally make
any statements that disparage the Executive.
(f) The Executive and the Companies acknowledge and agree that irreparable
injury will result to the parties in the event of a breach of any of the
provisions of this Section 4 (the "Designated Provisions") and that the
Executive and the Companies will have no adequate remedy at law with
respect thereto. Accordingly, in the event of a material breach of any
Designated Provision, and in addition to any other legal or equitable
remedy the Executive or the Companies may have, the Executive or the
Companies shall be entitled to the entry of a preliminary and a permanent
injunction (including, without limitation, specific performance by a court
of competent jurisdiction located in Bucks County, Pennsylvania, or
elsewhere), to restrain the violation or breach thereof by either the
Executive or the Companies, and the parties shall submit to the
jurisdiction of such court in any such action.
(g) The Designated Provisions shall survive the termination of the
Agreement.
5. Standards.
---------
During the term of this Agreement, the Executive shall perform his duties
in accordance with such reasonable standards expected of executives with
comparable positions in comparable organizations and as may be established
from time to time by the TF. The Executive shall make no public statements
in his capacity as an employee of TF. The Executive shall not act in any
manner contrary to the terms of his Non-Competition and Severance Agreement
between the Executive and Third Federal Savings Bank, dated June __, 2003.
Notwithstanding anything herein to the contrary, failure by the Executive
to comply with the provisions of this Agreement, including, but not limited
to this Section 5 and Section 10, hereinafter, may result in the immediate
termination of the Agreement within the sole discretion of the TF,
disciplinary action against the Executive taken by the TF, including but
not limited to the termination of employment of the Executive for breach of
the Agreement, and/or other remedies that may be available in law or in
equity.
6. Governing Law.
-------------
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
7. Withholding.
-----------
All payments required to be made by the TF hereunder to the Executive shall
be subject to the withholding of such amounts, if any, relating to tax and
other payroll deductions as the TF
3
may reasonably determine should be withheld pursuant to any applicable law
or regulation.
8. Successors and Assigns.
----------------------
(a) This Agreement shall inure to the benefit of and be binding upon any
corporate or other successor of the TF which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the TF.
(b) Since the TF is contracting for the unique and personal skills of the
Executive, the Executive shall be precluded from assigning or delegating
his rights or duties hereunder without first obtaining the written consent
of the TF.
9. Amendment; Waiver.
-----------------
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing,
signed by the Executive and such officer or officers of the TF authorized
to sign on its behalf. No waiver by any party hereto at any time of any
breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.
10. Confidential Information.
------------------------
The Executive acknowledges that during his employment he will learn and
have access to confidential information regarding the TF and its customers
and businesses ("Confidential Information"). The Executive agrees and
covenants not to disclose or use for his own benefit, or the benefit of any
other person or entity, any such Confidential Information, unless or until
the TF consents to such disclosure or use or such information becomes
common knowledge in the industry or is otherwise legally in the public
domain. The Executive shall not knowingly disclose or reveal to any
unauthorized person any Confidential Information relating to the TF, or any
subsidiaries or affiliates, or to any of the businesses operated by them,
and the Executive confirms that such information constitutes the exclusive
property of the TF. The Executive shall not otherwise knowingly act or
conduct himself (a) to the material detriment of the TF or its
subsidiaries, or affiliates, or (b) in a manner which is inimical or
contrary to the interests of the TF. Executive acknowledges and agrees that
the existence of this Agreement and its terms and conditions constitutes
Confidential Information of the TF, and the Executive agrees not to
disclose the Agreement or its contents without the prior written consent of
the TF. The provisions of this Section shall survive the termination of the
Agreement. Notwithstanding the foregoing, the TF reserves the right in its
sole discretion to make disclosure of this Agreement as it deems necessary
or appropriate in compliance with its regulatory reporting requirements
11. Entire Agreement.
----------------
This Agreement together with any understanding or modifications thereof as
agreed to in writing by the parties, shall constitute the entire agreement
between the parties hereto and shall supersede all prior understandings and
commitments, whether oral or in writing.
4
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
hereinabove written.
TF FINANCIAL CORPORATION
By: /s/ Robert N. Dusek
--------------------------------------
Robert N. Dusek
Its Chairman July 1, 2003
-------------------------------------
/s/John R. Stranford
--------------------------------------
John R. Stranford, Executive
5