ex104_wsfsexecutivesever






Organizational Functional Area: Human Capital  Policy For:  Executive Severance Policy, WSFS  Chief Executive Officer  Executive Vice Presidents  Board Approved: December 2020  Last Revision Date: December 2020  Department/Individual Responsible for Executive Vice President,  Maintaining/Updating Policy: Chief Human Capital Officer  I. Severance Policy This Severance Policy (the “Policy”) provides severance  benefits to a select group of management and highly  compensated employees, within the meaning of Title I of the  Employee Retirement Income Security Act of 1974, as  amended (“ERISA”), whose employment is terminated  under certain circumstances.    This Policy provides for benefits specified under this Policy  upon a qualifying Covered Termination (as defined below).  This Policy shall not impact the treatment of any equity  incentive award.  Such awards shall be governed by the  terms and conditions of the WSFS Financial Corporate 2018  Incentive Plan and relevant award agreements.    Capitalized terms shall have the meaning provided in  Attachments A and B, if not provided elsewhere in the  Policy.  II. Eligibility The Chief Executive Officer (“CEO”), Executive Vice  Presidents (“EVPs”) of WSFS Financial Corporation and/or  Wilmington Savings Fund Society, FSB (collectively  “WSFS”), and other individuals who serve critical roles as  identified by the CEO, and approved by the Personnel and  Compensation Committee (the “Committee”) of the Board  of Directors of WSFS Financial Corporation (the “Board”),  shall be covered by this Policy and be eligible to receive  severance benefits hereunder upon a qualifying termination  of employment.  Such covered individuals are referred to  herein as “Executives.”  The presidents or vice presidents of  WSFS business units or subsidiaries, including, without  limitation, Cash Connect, shall not be eligible to participate  in this Policy, unless specifically designated by the  Committee.  Exhibit 10.4  





 






III. Covered Terminations Subject to Section VI (Release), an Executive shall receive  the severance benefits described in Sections IV (Non-CIC  Termination) or V (CIC Termination), below, upon WSFS’  termination of the Executive’s employment without Cause  or the Executive’s termination of his or her employment for  Good Reason (each such termination of employment, a  “Covered Termination”).  Any termination of employment  other than a Covered Termination shall be a “Non-Covered  Termination.”  Such Non-Covered Terminations include (a)  a termination of employment for Cause, (b) a termination of  employment due to death or disability, or (c) a voluntary  termination of employment for reasons other than Good  Reason, including retirement.    IV. Non-CIC Termination Subject to Section VI (Release), if the Executive incurs a  Covered Termination that does not qualify as a CIC  Termination (defined below), WSFS shall pay the Executive  (a) eighteen months of base salary (twenty-four months for the CEO), (b) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the value of the employer-portion of premiums for coverage under the WSFS health plan on an after-tax basis for eighteen months (twenty-four months for the CEO), provided that such payments shall terminate if and when Executive secures alternative health benefits from a new employer, of which Executive will promptly notify WSFS, and (c) outplacement benefits commensurate with Executive’s level.  The preceding amounts described in items (a) and (b) shall be payable in installments in accordance with WSFS’ regular payroll schedule.  The preceding amount described in item (c) shall be paid as soon as practicable after submission of receipts for outplacement services (but not prior to the completion of the Revocation Period). V. CIC Termination Subject to Section VI (Release), if the Executive incurs a  Covered Termination within twenty-four months after a  Change in Control (a “CIC Termination”), WSFS shall pay  the Executive (a) two times (three times for the CEO) the  sum of Executive’s base salary and the amount of the most- recently earned bonus, (b) the value of employer-portion of  premiums for coverage under the WSFS health plan and  dental plan for twenty-four months (thirty-six months for the  CEO), and (c) outplacement benefits commensurate with  Executive’s level.  The preceding amounts described in  items (a) and (b) shall be payable in in a lump as soon as  practicable after the completion of the Revocation Period  (defined below).  The preceding amount described in item  (c) shall be paid as soon as practicable after submission of 





 






receipts for outplacement services (but not prior to the  completion of the Revocation Period).  VI. Release To receive any of the severance benefits outlined in this  Policy, the Executive must (a) timely execute, and not  subsequently revoke, a release satisfactory to WSFS that  includes a general release of claims against WSFS, and (b)  abide by a non-disparagement agreement, and a twelve- month non-solicitation agreement that covers WSFS’s  customers and associates, as set forth in Exhibit A (which  may be amended from time to time by WSFS).  The release  will be substantially in the form that is attached as Exhibit  A, Addendum A; provided, however, that the release may be  amended from time to time by WSFS.  The release will  become effective after the completion of a seven-day  revocation period following the execution of the release (the  “Revocation Period”).  VII. 280G If any of the preceding payments would constitute a  “parachute payment” within the meaning of section 280G of  the Internal Revenue Code (the “Code”) and, but for this  Section VII, would be subject to the excise tax imposed by  section 4999 of the Code (the “Excise Tax”), then the  Participant’s payments under the Plan will be reduced to the  greatest amount that would not be subject to the Excise Tax if,  after taking into account applicable federal, state, local and  foreign income and employment taxes, the Excise Tax, and  any other applicable taxes, the Participant would retain a  greater amount on an after-tax basis following such reduction.  The determination described in the preceding sentence shall be  made by WSFS with assistance by WSFS’ outside auditing  firm or by a nationally-recognized accounting or benefits  consulting firm appointed by WSFS.  The firm’s expenses  shall be paid by WSFS.  VIII. 409A The Policy will be interpreted to ensure that the payments  contemplated hereby to be made by WSFS to an Executive  are exempt from, or comply with, Section 409A of the Code  (“Section 409A”); provided, however, that nothing in this  Policy will be interpreted or construed to transfer any  liability for any tax (including a tax or penalty due as a result  of a failure to comply with Section 409A) from any  Participant to WSFS or any other individual or entity.  Any  payment under the Policy that is subject to Section 409A and  that is contingent on a termination of employment is  contingent on a “separation from service” within the  meaning of Section 409A.  Each such payment will be  considered to be a separate payment for purposes of Section  409A.  If, upon separation from service, an Executive is a  





 






“specified employee” within the meaning of Section 409A,  any payment to such Executive that is subject to Section  409A and would otherwise be paid within six months after  the Participant’s separation from service will instead be paid  in the seventh month following the Participant’s separation  from service (to the extent required by Section  409A(a)(2)(B)(i)).  Any taxable reimbursement due under  the terms of this Plan will be paid no later than December  31st of the year after the year in which the expense is  incurred and will comply with Treas. Reg. § 1.409A- 3(i)(1)(iv).  If the period during which a Participant who has  a Termination has discretion to execute or revoke a release  straddles two calendar years, the Company will make the  payments that are conditioned upon the release no earlier  than January 1st of the second of such calendar years,  regardless of which taxable year such Participant actually  delivers the executed release to the Company.    IX. Administration The Committee will administer the Policy.  The Committee’s  powers include, but are not limited to, the discretionary  power to (a) adopt rules necessary to administer the Plan;  (b) interpret the Plan and decide all questions relating to the interpretation of the terms and provisions of the Plan; and (c) resolve all other questions arising under the Plan (including the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision). X. Miscellaneous Any withholding obligation under applicable tax laws may  be deducted from benefits paid under the Policy to the extent  deemed necessary by the Committee.  However, the  Executive will bear the cost of, and indemnify WSFS for,  any taxes and employee social security contributions not  withheld on benefits provided under the Plan, regardless of  whether withholding is required.    Any payments or benefits paid or due to Executive herein  shall be subject to any recoupment or clawback policy  adopted by the Company from time to time, and to any  requirement of applicable law or listing standard that  requires the Company to recoup or clawback any such  payments or benefits.  WSFS’s promise to pay benefits under the Policy at all times  remains unfunded as to each Executive, whose rights under  the Policy are limited to those of a general and unsecured  creditor of WSFS.  The terms and conditions of this Policy shall not be deemed  to constitute a contract of employment between WSFS and  Executive.  Such employment is hereby acknowledged to be  





 






an “at will” employment relationship that can be terminated  at any time for any reason, or no reason, with or without  cause, and with or without notice, except as otherwise  provided in a written employment agreement.    Neither Executive nor employer contributions to WSFS’s  401(k) plan may occur after termination of employment,  consistent with the 401(k) plan and its summary plan  description.  XI. Amendment Subject to the provisions of this Section XI, the Board may,  at any time, amend, suspend, or terminate the Policy in  whole or in part at any time with respect to any or all  Executives.  No amendment, suspension or termination of  the Policy may reduce any benefit payable to an Executive  who has already experienced a Covered Termination without  his express written consent.  Any resolution to amend or  terminate the Policy that is adopted or becomes effective  during the period beginning six months before a Change in  Control and ending two years after a Change in Control may  not adversely affect in a material way an individual who was  an Executive as of immediately before the Change in  Control, without such individual’s express written consent.   Notwithstanding the foregoing, either the Board or the  Committee may amend the Policy at any time to the extent  necessary to avoid adverse consequences under any  applicable law.  Any such amendment shall, to the maximum  extent possible, preserve the Policy’s benefits for all  Executives.  XIII. Claims and Appeals The Committee will establish claims and appeals procedures  for requests for benefits under the Policy.  The provisions of  this Section XIII are intended to comply with section 503 of  ERISA and will be administered and interpreted in a manner  consistent with such intent.  





 






Attachment A  Executive Severance Policy  When used in capitalized form in the Policy, the following words and phrases have the  following meanings, unless the context clearly indicates that a different meaning is intended:  Cause.  “Cause” will mean:  (i) the continued failure of Executive to perform substantially Executive’s duties to WSFS 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 CEO or the Board that specifically identifies the manner in which the CEO or  the Board believes that the Executive has not substantially performed the Executive’s duties,   (ii) the engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to WSFS, 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) will not be effective unless at least 90 days prior to such termination Executive will have received written notice from the CEO or the Board which specifically identifies the manner in which the CEO or the Board believes that Executive has consistently failed to meet reasonable performance expectations and Executive will have failed after receipt of such notice to resume the diligent performance of his duties to the reasonable satisfaction of the CEO or the Board. The cessation of employment of Executive will not be deemed to be for Cause under  paragraph (i) or (ii) above unless and until there will 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 opinion  of the Board, Executive has engaged in the conduct described in subparagraph (i) or (ii) above,  and specifying the particulars thereof in detail.  The CEO or EVP may not be Terminated for Cause  under paragraph (iii) once a Change in Control has occurred.  Change in Control.  “Change in Control” shall have the meaning ascribed in  Attachment B.  Good Reason.  “Good Reason” will mean any of the following:  (i) a significant  reduction by WSFS of the authority, duties or responsibilities of Executive; (ii) a material  diminution in the budget over which CEO or EVP retains authority; or (iii) a relocation of CEO or  EVP’s principal work location to outside the Philadelphia or Wilmington metropolitan area.    In addition, for purposes of a CIC Termination, Good Reason shall also mean (i)  any action by WSFS that results in a significant diminution of Executive’s employment-grade,  compensation level, incentive compensation, or employee benefits which Executive holds as of  the date of Change of Control; or (ii) a significant alteration or termination of any incentive  compensation plans in which CEO or EVP is a participant as of the date of a Change of Control.  





 






Attachment B  Executive Severance Policy  A “Change of Control” will be deemed to occur upon the earliest of any of the following events:  a Change in Ownership of WSFS; a Change in Effective Control of WSFS; or a Change in the  Ownership of a Substantial Portion of the Assets of WSFS, each as defined below.  Change in Ownership  A change in ownership of WSFS occurs when one person or a group acquires stock that,  combined with stock such person or group previously owned, controls more than 50% of the  value or voting power of the stock of WSFS, provided, however, if any one person, or more than  one person acting as a group, is considered to effectively control WSFS (within the meaning of  Treas. Regs. Section 1.409A-3(i)(5)(vi)), the acquisition of additional control of WSFS by the  same person or persons is not considered to cause a change in the ownership of WSFS.  Change in Effective Control  A change in effective control occurs on the date that, during any 12-month period, either (x) any  person or group acquires stock possessing 30% or more of the voting power of the corporation,  or (y) the majority of the board is replaced by persons whose appointment or election is not  endorsed by a majority of the board.   Change in Ownership of a Substantial Portion of Assets  A change in ownership of a substantial portion of the assets occurs on the date that a person or a  group acquires, during any 12-month period, assets of the corporation having a total gross fair  market value equal to more than 40% of the total gross fair market value of all of WSFS’ assets.   For this purpose, gross fair market value means the value of the assets of WSFS, or the value of  the assets being disposed of, determined without regard to any liabilities associated with such  assets.  A transfer of assets by WSFS is not treated as a Change of Control if the assets are  transferred to (i) an entity that is controlled by the shareholders of WSFS immediately after the  transfer; or (ii) an entity, fifty percent (50%) or more of the total value or voting power of which  is owned, directly or indirectly, by WSFS.