ATTACHMENT B
SEVERANCE POLICY
- --------------------------------------------------------------------------------
Organizational Functional Area: Human Resources
Policy For: Severance Policy, WSFS
Executive Vice President(1)
Board Approved: March 2001
Last Revision Date: N/A
Department/Individual Responsible for Executive Vice President,
Maintaining/Updating Policy: Human Resources Director
- --------------------------------------------------------------------------------
I. Release Without Cause(2) In the event an Executive Vice President
("EVP") is released without cause, a minimum
of six months severance and professional
level outplacement will be offered. If the
Associate has not found new full time
employment on or before six months after
termination, severance pay and outplacement
would continue for another six months or
until the Associate found employment,
whichever occurred first. In the event the
Associate found a job, but at a lower rate of
pay than previously received at WSFS, then
WSFS would make up the difference until the
second six month period ended. Medical and
dental benefits will be offered at the
Associate rate through the severance period.
II. Change of Control If EVP is released (without cause as defined
in Attachment B) within one year after a of
change of control or if offered a position
that is not within 35 miles of current
worksite and at current WSFS salary and bonus
opportunity:
EVP would receive 24 months base salary
severance offset by the value arising from
the acceleration of stock option vesting(3).
Note that the value of previously vested
options would not offset the 24 month
minimum.
However, value from the accelerated vesting
would account for no more than 12 months of
the 24 month minimum commitment. To clarify,
irrespective of the value of the accelerated
vesting, EVP would get 12 months severance
pay plus the value of the accelerated vesting
even if the value of this accelerated vesting
exceeded 12 months of base pay.
Associate would be eligible for medical and
dental benefits at the Associate rate for the
24 month period. However, any excess flex may
not spill to the 401(k) nor may contribution
to the 401(k) occur during the severance
period consistent with the 401(k) Summary
Plan Description.
- ---------------
(1) Specifically excluding Presidents or the equivalent of WSFS subsidiaries
(e.g. Cash Connect, Wilmington National Finance, Inc.)
(2) Definition of "cause" is contained in Attachment A.
(3) Under the terms of the WSFS Stock Option Plan, all unvested stock options
become vested upon a change in control.
Twelve months of Executive level outplacement
will be offered.
If EVP is offered same salary and bonus
opportunity and position is within 35 miles
of WSFS work location, but EVP decides to
leave:
Accelerated vesting of stock options and
severance pay will equal at least 12 months
base pay. If the value of the accelerated
vesting is less than 12 months of base pay,
then severance pay will be added to the value
of the accelerated options to equal 12 months
of base pay. If the value of accelerated
vesting is greater than or equal to 12 months
of base pay, then no additional severance
would be paid. Six months of professional
level outplacement will be offered with
medical and dental benefits at Associate rate
for 12 months in each case.
Receipt of Benefits To receive any of the severance benefits
outlined in this policy, with the exception
of accelerated vesting of options, the
executive must execute a release form
acceptable to WSFS.
The severance pay will be paid consistent
with WSFS regular pay schedule.
Attachment A
Severance Policy; WSFS Executive Vice President
March 2001
(a) Cause. The Company may terminate Executive's employment during the
Employment Period with or without Cause. For purposes of Section I of this
Policy, "Cause" shall mean:
(i) the willful and continued failure of Executive to perform
substantially Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to
Executive by the President or the Board of Directors of the Company which
specifically identifies the manner in which such Chief Executive Officer or the
Board believes that Executive has not substantially performed Executive's
duties, or
(ii) the willful engaging by Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.
For purposes of this provision, no act or failure to act, on the part
of Executive, shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that Executive's
action or omission was in the best interests of the Company. The cessation of
employment of Executive shall not be deemed to be for Cause [under paragraph (i)
or (ii) above] unless and until there shall have been delivered to Executive a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board at a meeting of the Board called
and held for such purpose, finding that, in the good faith opinion of the Board,
Executive is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail, or
(iii) the consistent failure of Executive to meet reasonable
performance expectations (other than any such failure resulting from incapacity
due to physical or mental illness); provided, however, that termination of
Executive's employment under this subparagraph (iii) shall not be effective
unless at least 90 days prior to such termination Executive shall have received
written notice from the Chief Executive Officer or the Board which specifically
identifies the manner in which the Board or the Chief Executive Officer believes
that Executive has consistently failed to meet reasonable performance
expectations and Executive shall have failed after receipt of such notice to
resume the diligent performance of his duties to the reasonable satisfaction of
the Chief Executive Officer or the Board.
Attachment B
Severance Policy; WSFS Executive Vice President
March 2001
(a) Cause. The Company may terminate Executive's employment during the
Employment Period with or without Cause. For purposes of Section I of this
Policy, "Cause" shall mean:
(i) the willful and continued failure of Executive to perform
substantially Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness) after a written demand for substantial performance is delivered to
Executive by the President or the Board of Directors of the Company which
specifically identifies the manner in which such Chief Executive Officer or the
Board believes that Executive has not substantially performed Executive's
duties, or
(ii) the willful engaging by Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company.
For purposes of this provision, no act or failure to act, on the part
of Executive, shall be considered "willful" unless it is done, or omitted to be
done, by Executive in bad faith or without reasonable belief that Executive's
action or omission was in the best interests of the Company. The cessation of
employment of Executive shall not be deemed to be for Cause [under paragraph (i)
or (ii) above] unless and until there shall have been delivered to Executive a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board at a meeting of the Board called
and held for such purpose, finding that, in the good faith opinion of the Board,
Executive is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail.