EMPLOYMENT AGREEMENT
As amended and restated
THIS AGREEMENT, is entered into as of April 30, 2005 ("Effective Date")
by and between TF Financial Corporation (the "TF") and John R. Stranford (the
"Executive").
WITNESSETH
WHEREAS, the Executive has previously been employed by Third Federal
Bank ("Bank") as the President and Chief Executive Officer, and since July 1,
2003, served as a Senior Advisor to the President and Chairman of TF, and is
experienced in all phases of the business of the Bank and TF; and
WHEREAS, TF wishes to extend employment relationship between TF and the
Executive as detailed in the Employment Agreement between the Executive and TF
dated July 1, 2003 ("Prior Agreement"); and
WHEREAS, the parties wish to detail the continuing employment
relationship between the TF and the Executive as set forth in this Agreement;
NOW THEREFORE, in consideration of the covenants and mutual agreements
herein contained, the parties hereby agree as follows:
1. Employment. TF hereby continues to employ the Executive in the capacity
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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 or 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.
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The term of employment ("Term") of the Executive under this Agreement
shall be for the period commencing on the Effective Date and ending on
April 30, 2008, unless terminated prior to such date as a result of
either (i) the Executive ceasing to continue to serve as a director of
TF for any reason, or (ii) TF furnishing not less than ninety days
written notice of the termination of this Agreement and the termination
of the employment of the Executive on a date prior to April 30, 2008,
as determined in the sole discretion of TF.
3. Remuneration.
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TF shall compensate the Executive during the Term of this Agreement at
the rate of $1,000 per month ("Base Salary"), payable in cash not less
frequently than quarterly. Such compensation shall cease upon the
earlier of the expiration of the Term of this Agreement or the
termination of the employment of the Executive for any reason. 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 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. Nothing herein shall require TF to pay any
compensation or benefits to any surviving spouse or beneficiary of the
Executive.
4. Noncompetition and Non-Disclosure.
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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
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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.
(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.
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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 30, 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.
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6. Governing Law.
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The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
7. Withholding.
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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 may reasonably determine
should be withheld pursuant to any applicable law or regulation.
8. Successors and Assigns.
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(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.
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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.
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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
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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.
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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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
hereinabove written.
TF FINANCIAL CORPORATION
By: /s/Robert N. Dusek
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Its Chairman
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/s/John R. Stranford
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John R. Stranford, Executive