EXHIBIT 2
EMPLOYMENT AGREEMENT DATED NOVEMBER 8, 1996 BY AND BETWEEN
WILMINGTON SAVINGS FUND SOCIETY,
FEDERAL SAVINGS BANK AND XXXXXX X. XXXXXX
WSFS bank
Xxxxxx X. Xxxxxxxxxx
Chairman and President
(000) 000-0000
November 8, 1996
Xx. Xxxxxx X. Xxxxxx
0 Xxxxxxxx Xxxx Xxxxx
Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Xxx:
I am pleased and excited to extend an offer to you to join Wilmington
Savings Fund Society, FSB in the capacity of Executive Vice President
responsible for the Retail Banking function of the Company.
In addition to the normal employment policies and practices governing
Associates of WSFS, the following additional factors are contained in this
offer:
o Salary of $13,333.34 per month for the years 1997 and 1998. Your
salary would be reviewed during the first quarter of 1999 and an
adjustment made, as deemed appropriate, under the Executive
Management Compensation Program as defined by the Personnel and
Compensation Committee of the Board. The goal of our Executive
Compensation Program is to pay base salaries that are approximately
equal to (but generally not above) the average being paid by our
"peer group," coupled with a Bonus Program that provides for
"substantially above average" payouts based upon the performance of
the Bank; and a long term incentive program in the form of stock
options.
o The size of the Executive Bonus Pool, while not guaranteed, is
generally determined by taking 20% of the increase in pretax income
of the company over the preceding year. An individual executive's
share in the pool is determined by their level of responsibility
and individual accomplishments and contributions during the year.
o You would receive a bonus of $20,000 to be paid during March of
1997.This is based upon the understanding that you would be joining
WSFS mid-to-late December, 1996.
o For 1997 and beyond you would be eligible to participate in the
Executive Bonus Program as determined by the Board of Directors.
Based upon the Bank's expected performance in 1997, your 1997 Bonus
(to be paid in March 1998)should be no less than $50,000 and, more
likely, approximately $75,000. These statements as to amounts are
for informational purposes only and can not be construed as a
guarantee that the bonuses will actually be paid. The actual amount
of the bonus is dependent upon the Bank's performance and your
contributions during 1997.
Xx. Xxxxxx X. Xxxxxx
November 8, 1996
Page two
o You would be issued Options on 16,400 shares of WSFS Financial
Corporation stock at a strike price based upon the average between
the bid and ask price of the stock at the close of business on your
first day of employment with WSFS. The Options would vest 20% per
year over five years with the first 20% vesting on the one year
anniversary of the issuance of the Option. In the event of a
"change of control" of the Bank, the vesting of all previously
granted options would be accelerated. The Board will review the
issuance of additional Options to you annually.
o The Bank will arrange for your present home in West Hartford, to be
purchased by a national relocation service at a "fair market
appraised price." The Bank will assume all costs of this purchase
(assuming the house is not presently listed which would cause a
commission to be paid to a broker upon sale to the relocation
service). In the event that the "fair market value" determined
by the relocation service is unacceptable to you, the Bank would
agree to order two additional independent appraisals of the
property and then average the resulting three appraisals. If that
average was higher than the appraised value determined by the
relocation service, the Bank would agree to pay you the higher
amount for your property. If the average was lower, the house would
be purchased by the relocation service at their appraised value.
The Bank will provide for you a mutually agreeable residence for up
to 60 days of temporary living accommodations here in Wilmington
and any commuting expenses, if required. The Bank will pay the cost
of relocating your household goods from West Hartford to Wilmington
and for up to 60 days of storage, if required.
o If WSFS Financial Corporation is sold and/or merged with another
institution that results in a significant change in your
responsibilities, you will receive the benefit of the acceleration
of the vesting of the Options as described above. In the event that
the value of the acceleration does not equal two times your base
salary at that time, the Bank will make up the difference between
the value of acceleration and the two years salary. If the value of
acceleration of the vesting of the Options is greater than two
times your base salary you will receive that benefit in full.
o If you are released from employment with WSFS for a reason other
than "for cause" you will receive as severance the amount of one
times your base salary at the time of the release; to be paid in
accordance with the Bank's Severance Policy. You will also be
entitled to any other benefits which are provided for in the
Severance Policy at that time.
o The Bank will underwrite your membership in a "luncheon club" and
in a country club to be mutually determined.
Xx. Xxxxxx X. Xxxxxx
November 8, 1996
Page three
Xxx, as you know, this offer is the culmination of a very lengthy
process. It is my belief that you are the right person for this job; that you
will make a signifcant contribution to the organization. I look forward to
working with you to turn WSFS into a consistently high performing financial
services institution.
If the arrangements described above are acceptable to you, please sign
where indicated below and return a copy to me.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Chairman and President
MNS/bkr
Accepted: /s/ Xxxxxx X. Xxxxxx Date: 11-11-96
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