Exhibit 10.14

 



EXECUTIVE   OFFICER CHANGE IN CONTROL SEVERANCE AGREEMENT (JOSEPH CANOSA) THIS EXECUTIYJ:   OFFICER CHANGE IN CONTROL SEVERANCE AGREEMENT is made thisb ay of July, 2017,   by and between BENEFICIAL BANK, a Pennsylvania chartered savings bank (the   "Bank") and JOSEPH CANOSA (the "Executive") and   BENEFICIAL BANCORP, INC., a Maryland corporation and the holding company for   the Bank (the "Company"), as guarantor (the "Agreement").   WHEREAS, to continue to encourage Executive's dedication to his assigned   duties in the face of potential distractions arising from the prospect of a   Change in Control, the Bank wishes to provide certain benefits and payments   in the event Executive's employment is terminated involuntarily without Cause   or voluntarily for Good Reason within twelve (12) months of a Change in   Control. NOW THEREFORE, in consideration of these premises and other good and   valuable consideration, the receipt and sufficiency of which are hereby   acknowledged, the parties hereto agree as follows. 1. Termination after a Change   in Control. (a) Cash benefit. Notwithstanding any other provisions in this   Agreement, if the Executive's employment terminates involuntarily but without   Cause (as defined in paragraph (d) of this Section 1) or voluntarily but with   Good Reason (as defined in paragraph (e) of this Section 1), in either case   within 12 months after a Change in Control, the Bank shall make a lump-sum   cash payment equal to three (3) times the sum of Executive's; (i) base salary   (at the rate in effect immediately prior to the Change in Control or, if   higher, the rate in effect when the Executive te1minates employment) and (ii)   the most recent bonus paid by the Company and/or the Bank. Unless a delay in   payment is required under Section 1(b) of this Agreement, the payment required   under this Section 1(a) shall be made within five (5) business days after the   Executive's employment termination. (b) Payment of the cash benefit. If the   Executive is a "specified employee" within the meaning of Section   409A of the Internal Revenue Code of 1986, as amended (the "Code")   at the time his employment terminates and the cash severance benefit under   Section 1(a) is considered defe1Ted compensation under Section 409A of the   Code, and finally if an exemption from the six-month delay requirement of   Section 409A(a)(2)(B)(i) of the Code is not available, payment of the benefit   under Section l(a) shall be delayed and shall be made to the Executive in a   single lump sum without interest on the first business day of the seventh   (ih) month after the month in which the Executive's employment te1minates,   subject to Section 16 of this Agreement. (c) Change in Control defined. For   purposes of this Agreement, a "Change in US2008 13067656 2 


    




 










Control"   means any of the following events: (i) Merger: The Company or the Bank merges   into or consolidates with another corporation, or merges another corporation   into the Company or the Bank, and as a result less than a majority of the   combined voting power of the resulting corporation immediately after the   merger or consolidation is held by persons who were stockholders of the   Company or the Bank immediately before the merger or consolidation. (ii)   Acquisition of Significant Share Ownership: There is filed, or required to be   filed, a report on Schedule 13D or another form or schedule (other than   Schedule 13G) required under Sections 13(d) or 14(d) of the Securities   Exchange Act of 1934, if the schedule discloses that the filing person or   persons acting in concert has or have become the beneficial owner of 25% or   more of a class of the Company's voting securities, but this clause (ii)   shall not apply to beneficial ownership of Company voti ng shares held in a   fiducia1y capacity by an entity of which the Company directly or indirectly   beneficially owns 50% or more of its outstanding voting securities. (iii)   Change in Board Composition: During any period of two consecutive years,   individuals who constitute the Company's or the Bank's Board of Directors at   the beginning of the two-year period cease for any reason to constitute at   least a majority of the Company's or the Bank's Board of Directors; provided,   however, that for purposes of this clause (iii), each director who is first   elected by the board (or first nominated by the board for election by the stockholders)   by a vote of at least two-thirds (2/3) of the directors who were directors at   the beginning of the two-year period shall be deemed to have also been a   director at the beginning of such period; or (iv) Sale of A ssets: The   Company or the Bank sells to a third party all or substantially all of its   assets. (d) Cause defined. For ptrrposes of this Agreement involunta1y   termination of the Executive's employment shall be considered te1mination   with Cause if the Executive sha ll have been terminated for any of the   following reasons: (i) (ii) (iii) (iv) (v) Personal dishonesty; Willful   misconduct; Breach of fiducia1y duty involving personal profit; Intentional   failure to perform stated duties; Willful violation of any law, rule or   regulation (other than traffic violations or similar offenses) that reflect   adversely on the reputation of the Bank or the Company, any felony   conviction, any violation of law 2 US2008 13067656 2 


    




 










involving moral   turpitude or any violation of a flnal cease-and-desist order; or (vi)   Material breach by Executive of any provision of this Agreement.   Notwithstanding the foregoing, Executive shall not be deemed to have been   terminated for Cause by the Bank or the Company unless there shall have been   delivered to Executive a copy of a resolution duly adopted by the aff11mative   vote of a majority of the entire membership of the Board at a meeting of such   Board called and held for the purpose (after reasonable notice to Executive   and an opportunity for Executive to be heard before the Board with counsel),   of finding that, in the good faith opinion of the Board, Executive was guilty   of the conduct described above and specifying the particulars thereof. (e)   Good Reason defined. For purposes of this Agreement, "Good Reason"   shall exist if, without the Executive's express written consent, the Bank   materially breaches any of its respective obligations under this Agreement.   Without limitation, such a material breach shall be deemed to occur upon any   of the following: Amaterialdiminutionor reductionin theExecutive's   responsibilities or authority (including reporting responsibilities) in   connection with the Executive's employment with the Bank; (1) (2) A material   reduction in Executive's base salary below the amount Executive was entitled   to receive prior to the Change in Control; or (3) A relocation of the   Executive's principal business office by more than thirty (30) miles from its   cunent location. Good Reason shall not exist tmless and until Executive   provides the Banlc with written notice of the events alleged to constitute   Good Reason within ninety (90) days of Executive's knowledge of the initial   occurrence of such events, and the Bank (or its successor) fails to cure such   event within thirty (30) days of receipt of such notice, if curable.   Executive must terminate employment with the Bank within ninety (90) days   following the expiration of such cure period for the termination to be on   account of Good Reason. 2. Continuation of Benefits. (a) Benefits. Subject to   Section 2(b) of this Agreement, if the Executive's employment terminates   involuntarily but without Cause or voluntarily but for Good Reason within   twelve (12) months after a Change in Control, the Bank sha ll continue or   cause to be continued life and health insurance coverage substantially   identical to the coverage maintained for the Executive before termination and   in accordance with the same schedule prevailing before employment   termination. The insurance coverage shall cease thirty-six (36) months after   the Executive's termination. (b) Alternative lump-sum cash payment. If (x)   under the terms of the applicable 3 US2008 13067656 2 


    




 










policy or   policies for the insurance benefits specified in Section 2(a) it is not   possible to continue the Executive's coverage, or (y) if when employment   tetmination occurs the Executive is a specified employee within the meaning   of Section 409A of the Code, if any of the continued insurance coverage   benefits specified in Section 2(a) would be considered deferred compensation   under Section 409A of the Code, and finally if an exemption from the   six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not   available for that particular insurance benefit, instead of continued   insurance coverage under Section 2(a) the Bank shall pay or cause to be paid   to the Executive in a single lump sum an amount in cash equal to the present   value of the Bank's projected cost to maintain that particular insurance   benefit had the Executive's employment not terminated, assuming continued   coverage for thirty-six (36) months. The lump-sum payment shall be made   within five (5) business days after employment termination or, if the   Executive is a specified employee within the meaning of Section 409A of the   Code and an exemption from the six-month delay requirement of Section   409A(a)(2)(B)(i) of the Code is not available, on the first business day of   the seventh month after the month in which the Executive's employment   terminates, subject to Section 16 of this Agreement. 3. Termination for Which   No Benefits Are Payable. Despite anything in this Agreement to the contraty,   the Executive shall be entitled to no benefits under this Agreement if the   Executive's employment terminates with Cause, if the Executive dies while   actively employed by the Bank, or if the Executive becomes totally disabled   while actively employed by the Bank. For purposes of this Agreement, the term   "totally disabled" means that because of injmy or sickness the   Executive is unable to perform the Executive's duties. The benefits, if any,   payable to the Executive or the Executive's beneficiary or estate relating to   the Executive's death or disability shall be determined solely by such   benefit plans or arrangements as the Bank may have with the Executive   relating to death or disability, not by this Agreement. 4. Term of Agreement.   (a) The tetm of this Agreement shall consist of: (i) the period commencing on   the Effective Date and ending July made pursuant to this Section 4. , 2019,   plus (ii) any and all extensions of the initial term (b) Commencing on July_,   2018 (the "anniversary date") and continuing on each anniversary   date thereafter, the disinterested members of the Board of Directors of the   Bank may extend the Agreement term, so that the remaining term of the   Agreement, following Board action, will be two (2) years, unless Executive   elects not to extend the term of this Agreement by giving proper written   notice. The Board of Directors of the Bank will review the Agreement and   Executive's performance annually for purposes of determining whether to   extend the Agreement term and will include the rationale and results of its   review in the minutes of the meetings. The Board of Directors of the Bank   will notify Executive as soon as possible after each annual review whether it   has determined to extend the Agreement. 5. Change in Control Best Payments   Determination. Notwithstanding any other provision of this Agreement to the   contrary, if payments made or benefits provided pursuant to Sections 1 and 2   or otherwise from the Bank, the Company or 4 US2008 13067656 2 


    




 










any affiliate   of the Bank or the Company are considered "parachute payments"   under Section 280G of the Internal Revenue Code of 1986, as amended (the   "Code"), then such payments or benefits shall be limited to the   greatest amount that may be paid to Executive under Section 280G of the Code   without causing any loss of deduction to the Company or its affiliates under   such section, but only if, by reason of such reduction, the net after tax   benefit to Executive shall exceed the net after tax benefit if such reduction   were not made. "Net after tax benefit" for purposes of this   Agreement shall mean the sum of (i) the total amounts payable to Executive   under Sections 1 and 2, plus (ii) all other payments and benefits which the   Executive receives or then is entitled to receive from the Bank, the Company   or any affiliate of the Bank or the Company that would constitute a   "parachute payment" within the meaning of Section 280G of the Code,   less (iii) the amount of federal, state and local income and payroll taxes   payable with respect to the foregoing calculated at the maximum marginal tax   rates for each year in which the foregoing shall be paid to Executive (based   upon the rate in effect for such year as set forth in the Code at the time of   tetmination of Executive's employment), less (iv) the amount of excise taxes   imposed with respect to the payments and benefits described in (i) and (ii)   above by Section 4999 of the Code. The determination as to whether and to   what extent payments are required to be reduced in accordance with this   Section 5 shall be made at the Bank's expense by an accounting firm or law   firm experienced in such matters. Any reduction in payments required by this   Section 5 shall occur in the following order: (i) any cash severance, (ii)   any other cash amount payable to Executive, (iii) any benefit valued as a   "parachute payment," (iv) the acceleration of vesting of any equity   awa rds that are options, and (v) the acceleration of vesting of any other   equity awards. Within any such category of payments and benefits, a reduction   shall occur first with respect to amounts that are not "deferred   compensation" withi n the meaning of Section 409A of the Code and then   with respect to amounts that are. In the event that acceleration of   compensation fi-om equity awards is to be reduced, such acceleration of   vesting shall be canceled, subject to the immediately preceding sentence, in   the reverse order of the date of grant. 6. This Agreement Is Not an   Employment Contract. The parties hereto acknowledge and agree that (x) this   Agreement is not a management or employment agreement and (y) nothing in this   Agreement sha ll give the Executive any rights or impose any obligations to   continued employment by the Bank or any subsidiary or successor of the Bank.   7. Withholding of Taxes. The Bank may withhold from any benefits payable   under this Agreement all Federal, state, local or other taxes as may be   required by law, governmental regulation, or mling. 8. Successors and   Assigns. (a) This Agreement shall inure to the benefit of and be binding upon   any corporate or other successor to the Company and the Bank which shall   acquire, directly or indirectly, by merger, consolidation, purchase or   otherwise, all or substantially all of the assets or stock of the Company and   the Bank. 5 US2008 13067656 2 


    




 










(b) Since the   Company and the Bank are contracting for the unique and personal skills of   Executive, Executive shall be precluded from assigning or delegating his   rights or duties hereunder without first obtaining the written consent of the   Company and the Bank. 9. Notices. All notices, requests, demands and other   communications in connection with this Agreement shall be made in writing and   shall be deemed to have been given when delivered by hand or 48 hours after mailing   at any general or branch United States Post Office, by registered or   cetiified mail, postage prepaid, addressed to the Company and/or the Bank at   their principal business offices and to Executive at his home address as   maintained in the records of the Company and the Bank. 10. Captions and   Counterparts. The headings and subheadings in this Agreement are included   solely for convenience and shall not affect the interpretation of this   Agreement. This Agreement may be executed in one or more counterparts, each   of which shall be deemed to be an original but all of which together shall   constitute one and the same agreement. 11. Amendments. No amendments or   additions to this Agreement shall be binding unless made in writing and   signed by all of the parties, except as herein othetwise specifically   provided. 12. Severability. The provisions of this Agreement shall be deemed   severable and the invalidity or unenforceability of any provision shall not   affect the validity or enforceability of the other provisions hereof. 13.   Applicable Law.Except to the extent preempted by federal law, the laws of the   Commonwealth of Pennsylvania shall govern this Agreement in all respects,   whether as to its validity, construction, capacity, performance or othetwise.   14. Entire Agreement. This Agreement, together with any understanding or   modifications thereof as agreed to in writing by the parties, shaU constitute   the entire agreement among the parties hereto with respect to the subject   matter hereof, other than written agreements with respect to specific plans,   programs or a1Tangements described in Sections 1 and 2. No agreements or   representations, oral or othetwise, expressed or implied concerning the   subject matter hereof have been made by either party that a re not set forth   expressly in this Agreement. 15. No Mitigation. Executive shall not be   required to mitigate the amount of any payment provided for in this Agreement   by seeking other employment or othetwise and no such payment shall be offset   or reduced by the amount of any compensation or benefits provided to   Executive in any subsequent employment. 16. Internal Revenue Code Section   409A. (a) This Agreement will be construed and administered to preserve the   exemption from Section 409A of the Code of payments that qualify as a shmi-term   deferral. With respect to any amount that is subject to Section 409A of the   Code, it is intended, and this Agreement will 6 US2008 13067656 2 


    




 










I· be so   construed, that any such amount payable under this Agreement and the Company's,   Bank's or Executive's exercise of authority or discretion hereunder shall   comply with the provisions of Code Section 409A and the treasury regulations   relating thereto ("Section 409A") so as not to subject Executive to   the payment of interest and additional tax that may be imposed under Section   409A. Solely as necessary to comply with Section 409A, for purposes of this   Agreement, "termination of employment" or "employment   termination" or similar terms shall have the same meaning as   "separation from service" under Section 409A(a)(2)(A)(i) of the   Code. For purposes of Section 409A, each payment made under this Agreement   shall be treated as a separate payment, the right to a series of installment   payments under this Agreement (if any) is to be treated as a right to a   series of separate payments, and if a payment is not made by the designated   payment date under this Agreement, the payment shall be made by December 31   of the calendar year in which the designated date occurs. In no event shall   the Employee, directly or indi rectly, designate the calendar year of   payment. (b) If Executive is a "specified employee" on Executive's   separation from service, any payment that is subject to Section 409A and that   is payable to Executive in connection with Executive's separation from   service, shall not be paid earlier than six months after such separation from   service, and to the extent any such payment is delayed, will be paid, without   interest, on the first payroll date after the expiration of such six-month   period (if Executive dies after the date of Executive's separation from   service but before any payment has been made, such remaining payments that   were or could have been delayed will be paid to Executive's estate without   regard to such six-month delay). (c) References in this Agreement to Section   409A of the Code include rules, regulations, and guidance of general   application issued by the Department of the Treasury under Intemal Revenue   Section 409A. 17. Regulatory Limitations. (a) In no event shall the Bank or the   Company be obligated to make any payment pursuant to this Agreement that is   prohibited by Section 18(k) of the Federal Deposit Insurance Act (codified at   12 U.S.C. § 1828(k)), 12 C.F.R. Part 359, or any other applicable law. (b) In   no event shall the Bank or the Company be obligated to make any payment   pursuant to this Agreement if: (i) Executive is suspended from office and/or   temporarily prohibited from patticipating in the conduct of the Barile's   affairs by a notice served under Section 8(e)(3) (12 USC §1818(e)(3)) or 8(g)   (12 USC §1818(g)) of the Federal Deposit Insurance Act, as amended; (ii)   Executive is removed and/or permanently prohibited from participating in the   conduct of the Bank's affairs by an order issued under Section 8(e)(12 USC   §1818(e)) or 8(g) (12 USC §1818(g)) of the Federal Deposit Insurance Act, as   amended; 7 US2008 13067656 2 


    




 










' I the Bank is   in default as defined in Section 3(x) (12 USC §1818(x)(l)) of (iii) the   Federal Deposit Insura nce Act, as amended; or (iv) the FDIC enters into an   agreement to provide assistance to or on behalf of the Bank under the   authority contained in Section 13(c) (12 USC §1823(c) of the Federal Deposit   Insurance Act, as amended. 18. Arbitration. Any dispute or controversy   arising under or in connection with this Agreement shall be settled   exclusively by arbitration, conducted before a panel of three arbitrators   sitting in Philadelphia, Pennsylvania, in accordance with the mles of the   American Arbitration Association then in effect. Judgment may be entered on   the arbitrator's award in any court having jurisdiction. 19. Source of   Payments. All payments provided in this Agreement shall be timely paid in   cash or check from the general funds of the Bank. The Company, however,   unconditionally guarantees payment and provision of all amounts and benefits   due hereunder to Executive and, if such amounts and benefits due from the   Bank are not timely paid or provided by the Bank, such amounts and benefits   shall be paid or provided by the Company. N WITNESS WHEREOF, the parties hayF   executed this Executive Officer Change in Control July; /_QO 17 Severa nce   Agreement as of as of BENEFICIAL BANK <;== ==========----BENEFICIAL   BANCORP, INC. (as guarantor) 8 US2008 13067656 2