ATTACHMENT B
AMENDMENT AND EXTENSION TO THE EMPLOYMENT AGREEMENT BETWEEN WSFS
FINANCIAL CORPORATION AND WILMINGTON SAVINGS FUND SOCIETY, FEDERAL
SAVINGS BANK AND MARVIN N. SCHOENHALS DATED APRIL 24, 1997
EMPLOYMENT AGREEMENT
WITH
MARVIN N. SCHOENHALS
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1997 Amendment
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WHEREAS, effective as of May 1, 1993, Wilmington Savings Fund Society
(the "Bank") and WSFS Financial Corporation (the "Corporation") entered into an
Employment Agreement (the "Agreement") with Marvin N. Schoenhals (the
"Employee"); and
WHEREAS, the Bank, the Corporation and the Employee have determined
that it is in their respective best interests to amend the Agreement in the
manner set forth herein.
NOW, THEREFORE, the Agreement shall be amended as follows, with such
amendment to become effective immediately upon execution hereof:
1. Section 11(b) of the Agreement shall be amended in its entirety to
provide as follows:
(b) Voluntary Termination. Notwithstanding any other
provision of this Agreement to the contrary, the Employee may
voluntarily terminate his employment under this Agreement
(i) for any reason within the thirty (30)-day period
beginning on the date of a change in control of the Bank or the
Corporation which involves the circumstances described in Sections
11(a)(2), 11(a)(3) or 11(a)(4) of this Agreement, and the
Employee shall thereupon be entitled to receive the payment
described in Section 11(a) of this Agreement; and
(ii) within twelve (12) months following a change in
control of the Bank or the Corporation, and the Employee shall
thereupon be entitled to receive the payment described in Section
11(a) of this Agreement upon the occurrence of any of the
following events, or within ninety (90) days thereafter, which
have not been consented to in advance by the Employee in writing:
(A) the requirement that the Employee move his personal residence,
or perform his principal executive functions, more than thirty-
five (35) miles from his primary office as of the Effective Date
of this Agreement; (B) a significant reduction in the Employee's
compensation and benefits provided for under this Agreement, taken
as a whole, immediately prior to such change in control; or (C)
the assignment to the Employee of duties and responsibilities
substantially inconsistent with those normally associated with his
position described in Section 1; (D) a failure of the Employee to
be elected or reelected to the Board of Directors of the Bank or
the Corporation; or (E) a material reduction in the Employee's
responsibilities or authority (including reporting
responsibilities) in connection with his employment with the Bank
or the Corporation.
1997 Amendment to
Employment Agreement
Page 2
2. Nothing contained herein shall be held to alter, vary or affect any
of the terms, provisions, or conditions of the Agreement other than as stated
above.
WHEREFORE, the undersigned hereby approves this 1997 Amendment to the
Agreement.
Date of Execution: April 24, 1997
MARVIN N. SCHOENHALS
/s/ Marvin N. Schoenhals
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WILMINGTON SAVINGS FUND SOCIETY
By /s/ Randall T. Murrill, Jr. Attest: /s/ Belinda K. Rumple
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CORPORATE SEAL
WSFS FINANCIAL CORPORATION
By /s/ Randall T. Murrill, Jr. Attest: /s/ Belinda K. Rumple
---------------------------- -------------------------
CORPORATE SEAL
EMPLOYMENT AGREEMENT
WITH
MARVIN N. SCHOENHALS
----------------
1997 Employment Agreement
Extension
----------------
WHEREAS, Wilmington Savings Fund Society (the "Bank") and WSFS
Financial Corporation (the "Corporation") entered into an Employment Agreement
(the "Agreement") with Marvin N. Schoenhals (the "Employee") as of May 1, 1993,
for employment in the position of Chairman, President and Chief Executive
Officer of the Bank and Corporation; and
WHEREAS, Section 5 of the Agreement requires that the Agreement shall
be extended for an additional two (2) year period, provided that the Board of
Directors of the Bank or the Corporation, respectively, determined that the
Employee has met the Boards' requirements and standards to extend the Agreement;
and
WHEREAS, at a Personnel Committee Meeting of the Board on March 26,
1997, the Committee evaluated Mr. Schoenhals' 1996 performance in accordance
with pre-established guidelines; and
WHEREAS, the Personnel Committee voted unanimously to extend the
Agreement of the Employee in its current form except that Employee's base
compensation set forth in Section 2 shall be at the rate of $265,652 per annum;
and
WHEREAS, the Personnel Committee specifically reaffirmed the Employee's
participation in the previously approved Bonus Plan for Senior Management and
the other benefits set forth in Section 4 of the Agreement.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
unanimously accepts, approves and ratifies the decisions of the Personnel
Committee regarding the performance of Employee and the terms of the Agreement;
and
FURTHER RESOLVED, that the Agreement is hereby extended through and
until May 1, 2000.
1997 Employment Agreement Extension
Page 2
WHEREFORE, the undersigned hereby approves this 1997 Extension to the
Employment Agreement.
Date of Execution: April 24, 1997
MARVIN N. SCHOENHALS
/s/ Marvin N. Schoenhals
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WILMINGTON SAVINGS FUND SOCIETY
By /s/ Randall T. Murrill, Jr. Attest: /s/ Belinda K. Rumple
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CORPORATE SEAL
WSFS FINANCIAL CORPORATION
By /s/ Randall T. Murrill, Jr. Attest: /s/ Belinda K. Rumple
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CORPORATE SEAL