cuddyletteragreement87c






                                                                    Exhibit 10.1                                                                     CONFIDENTIAL                                                                    August 7, 2018    Gerard Cuddy   353 Thornbrook Avenue    Bryn Mawr, PA 19010    gcuddy@thebeneficial.com    Dear Gerry:          As you are aware, Beneficial Bancorp, Inc. (“Beneficial”), is entering into a merger   agreement with WSFS Financial Corporation, pursuant to which WSFS Financial Corporation will  acquire Beneficial and its wholly-owned subsidiary, Beneficial Bank (the “Transaction”). Following   the closing of the Transaction (the “Closing Date”), Beneficial’s operations, including the   operations of Beneficial Bank, will be merged with those of WSFS Financial Corporation and   Wilmington Savings Fund Society, FSB (collectively, “WSFS”). References to “Beneficial” in this   letter refer to Beneficial or any affiliate of Beneficial (including Beneficial Bank).          In anticipation of the Transaction, you and WSFS have agreed that effective as of the   Closing Date, you shall be designated to serve as a member of the boards of directors of WSFS   and WSFS Bank (collectively the “WSFS Boards”) and that the relationship between you and WSFS   shall be governed by the terms and conditions of this letter agreement (this “Letter”).   Importantly, your designation to serve as a member of the WSFS Boards, and the terms and  conditions of this Letter, are contingent on the closing of the Transaction and your continued  employment with Beneficial through the Closing Date, with your termination from employment  effective as of the Closing.          1.    Term; Positions.               a. Agreement Term. Except as otherwise set forth below, the terms and  conditions contained in this Letter shall be effective during the Agreement Term. “Agreement   Term” shall be the period beginning on the Closing Date and ending on the thirty-six month   anniversary of the Closing Date.                  b. Directorship. You shall be designated to serve as a member of the WSFS Boards  and have the title of Vice Chairman of WSFS Bank. As a member of the WSFS Boards, you shall   devote such time and efforts as is consistent with the requirements and expectations of WSFS   for members of the WSFS Boards generally. Your position on the WSFS Boards shall terminate   upon your cessation of service on the WSFS Boards as a result of resignation, removal or   otherwise.  For the avoidance of doubt, nothing in this Letter, including the length of the   Agreement Term, is intended to limit, restrict, modify or otherwise affect the rights of the   stockholders and directors, as applicable, to appoint, elect or remove directors in accordance   with the terms of the certificate of incorporation or by-laws of WSFS.  





 






       2.    Payments and Benefits.                  a. Board Fees.  During the period that you serve as a member of the WSFS Boards,   WSFS shall pay to you such fees as are generally paid to other members of the WSFS Boards.                b. Restrictive Covenant Consideration. In consideration for your agreements and   undertakings in Section 3 of this Letter, WSFS shall pay you $1,325,000 (the “Restrictive Covenant   Consideration”) in a lump sum within thirty days following the Closing Date.                  c. Reimbursements. WSFS shall reimburse you for reasonable and customary   out-of-pocket expenses incurred by you in connection with the performance of services pursuant   to this Letter in accordance with WSFS’s standard reimbursement policies applicable to members   of the WSFS Boards.                 d. Perquisites. WSFS shall pay all membership dues and fees relating to your   membership in the Merion Cricket Club during the Agreement Term.                 e. Change in Control Severance. Your employment will terminate effective as of   the Closing. You shall be entitled to $3,440,389 as change in control severance (the “Change in   Control Severance”), payable on the first business day of the seventh month after the month in   which your employment terminates; provided, however, that if you are not a “specified   employee” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code   (the “Code”) on the date your employment terminates, the Change in Control Severance shall be   payable within five business days following your termination of employment.           3.    Restrictive Covenants.                a. Non-Competition and Non-Solicitation. You agree that during the Restricted   Period (as defined below) you shall not “Compete” with WSFS or its affiliates anywhere within   fifty miles of Philadelphia, Pennsylvania or Wilmington, Delaware. For the purpose of this   paragraph 3(a), “Compete” means to (i) engage in or actively prepare to engage in the business   of commercial or consumer banking in any capacity which involves duties and responsibilities   similar to those you have undertaken for WSFS or Beneficial or their affiliates, (ii) render services   provided by WSFS and/or Beneficial as of the date of this Letter to, or with respect to such   services, solicit, any client of WSFS or Beneficial (including their subsidiaries or affiliates) for   whom you performed services on behalf of, or (iii) render services provided by WSFS and/or   Beneficial as of the date of this Letter to, or with respect to such services, solicit, any potential   client of WSFS or its affiliates with whom you had contact on behalf of WSFS or Beneficial   (including their subsidiaries or affiliates). You further agree that during the Restricted Period, you   shall not solicit, attempt to solicit, hire or participate in the recruitment of any employee of WSFS   or its affiliates. This restriction in the preceding sentence shall only apply to anyone who is then   or within the preceding six months was an employee of WSFS, Beneficial or their affiliates.               b. Non-Disclosure of Confidential Information. You covenant and agree that the  Confidential Information (as defined below) is a valuable, special, and unique asset of Beneficial                                          2                                                                                   





 






 and WSFS. You will use Confidential Information solely for purposes of performing your duties   for WSFS, and you will return any and all Confidential Information in your possession upon the   request of WSFS at any time. You further agree that you will not use or disclose to others any  Confidential Information, except as authorized in writing by WSFS. You further agree that WSFS   owns the Confidential Information and that you have no rights, title, or interest in any of the   Confidential Information. You further agree that your confidentiality obligations described herein   shall continue for so long as the Confidential Information remains confidential and shall not apply   to any information that becomes generally known to the public through no fault or action of your   own. Notwithstanding this paragraph 3(b), nothing in this Letter shall prohibit you from reporting   possible violations of law to a governmental agency or entity or require you to seek authorization   or notify WSFS if you makes such reports. You are hereby advised that you may be entitled to   immunity from liability for certain disclosures of trade secrets under the Defend Trade Secrets   Act, 18 U.S.C. § 1833(b). The provisions of this paragraph 3(b) shall survive the expiration or  termination of the Agreement Term for any reason.                c. Acknowledgments. By signing this Letter, you acknowledge and agree that the   restrictions contained in this paragraph 3 are no broader than are necessary to protect WSFS’s  legitimate business interests, are reasonable in both scope and duration, and do not unduly  restrict your ability to pursue your chosen livelihood. You further acknowledge (i) that WSFS  would not have entered into the merger agreement, (ii) that WSFS would not have agreed to this  offer to designate you as a member of the WSFS Boards and the other terms and conditions in  this Letter, including the provision of the Restrictive Covenant Consideration, and (iii) that WSFS  would not have agreed to provide you with access to Confidential Information, if you did not  agree to the provisions of this paragraph 3. Additionally, you acknowledge that you will receive  certain benefits in connection with the Transaction, including payments in respect of the  Beneficial equity you hold and the Change in Control Severance.               d. Reformation and Enforceability. It is the intention of the parties that if any of  the restrictions set forth in this paragraph 3 are found by a court of competent jurisdiction to be  overly broad, unreasonable, or otherwise unenforceable then these restrictions shall be modified  and enforced to the greatest extent that the court deems permissible.  Each of the obligations in  this paragraph 3 are independent, separable and enforceable independent of each other.               e. Definitions. For the purposes of this Letter, including this paragraph 3:                    i. “Confidential Information” shall mean any and all trade secrets,                     confidential and proprietary information, and all other information and                     data of WSFS (inclusive of predecessor companies that have been acquired                     by WSFS) that is generally unknown to third persons who could derive                     economic value from its use or disclosure including, but not limited to,                     non-public customer information, including customer lists, customer                     requirements, customer needs, customer purchasing histories, and                     customer sales trends; product and services cost pricing and varying                     supplies and vendor information including costs, discount and rebate                                          3                                                                                   





 






                  programs, and logistics information; and operational, financial, and                    marketing information propriety to or held confidential by WSFS.                    Confidential Information may be contained in writing or in any other                    tangible medium of expression, including work product created by you in                    rendering services for WSFS; provided, however, that the term                    “Confidential Information” does not include any information that (1) is                    now in or subsequently enters the public domain through means other                    than direct or indirect disclosure by any party hereto other than in                    violation of the terms of this Letter or (2) is lawfully communicated to you                    by a third party, free of any confidential obligation, subsequent to the time                    of communication thereof by, through or on behalf of WSFS.                   ii. Restricted Period: “Restricted Period” shall mean the period beginning on                    the Closing Date and ending at the expiration of the Agreement Term,                    regardless of when your service as a director ends.         4.    Contingent on Closing. As noted above, payment of the Change in Control  Severance and Restrictive Covenant Consideration and all other terms and conditions contained  in this Letter are contingent on the closing of the Transaction as contemplated by the merger  agreement and your continued employment with Beneficial through the Closing Date. In the  event that the closing of the Transaction does not occur for any reason, including the termination  of the merger agreement in accordance with its terms, this Letter will be null and void.         5.    Return of Property. Upon the termination of your service to WSFS and prior to  your departure from WSFS, you agree to (i) submit to an exit interview for purposes of reviewing  this Letter, (ii) surrender to WSFS all proprietary or Confidential Information and articles and  property that belong to WSFS, and (iii) execute such documentation as is required by WSFS to  evidence the foregoing.          6.    Taxes and Withholding.                a. Withholding. All amounts payable hereunder will be subject to applicable  taxes and withholding where required by law. Regardless of the amount withheld, you are solely  responsible for paying all required taxes (other than WSFS’s share of employment taxes) on all  payments made.                b. Section 409A.  It is intended that all payments described in this Letter comply  with, or are exempt from, Section 409A; provided, however, that nothing herein shall be  interpreted to transfer liability for any tax (including any due as a result of a violation of Section  409A) from you to WSFS or any other person or entity. This Letter shall be interpreted and  administered to maximize the exemptions from Section 409A and, to the extent this Letter  provides for deferred compensation subject to Section 409A, to comply with Section 409A. To  the extent necessary to comply with Section 409A, in no event may you, directly or indirectly,  designate the taxable year of payment. To the extent that any payment of or reimbursement by  WSFS to you of eligible expenses under this Letter constitutes a “deferral of compensation”                                         4                                                                                  





 






 within the meaning of Section 409A (a “Reimbursement”) (i) you must request the   Reimbursement (with substantiation of the expense incurred) no later than 90 days following the   date on which you incur the corresponding eligible expense; (ii) subject to any shorter time period   provided in any WSFS expense reimbursement policy or specifically provided otherwise in this  Letter, WSFS shall make the Reimbursement to you on or before the last day of the calendar year  following the calendar year in which you incurred the eligible expense; (iii) your right to  Reimbursement shall not be subject to liquidation or exchange for another benefit; and (iv) the  amount eligible for Reimbursement in one calendar year shall not affect the amount eligible for  Reimbursement in any other calendar year. You are encouraged to obtain your own tax advice  regarding your compensation from WSFS. You agree that WSFS does not have a duty to design  its compensation policies in a manner that minimizes your tax liabilities, and you will not make  any claim against WSFS or any of its affiliates related to tax liabilities arising from your   compensation.                c. Section 280G. If any benefits payable to you by Beneficial or WSFS (i) are   “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this   paragraph 6(c), would be subject to the “golden parachute” excise tax imposed by Code Section   4999, then the benefits payable to you pursuant to this Letter will be reduced to a level that will   result in no tax under Code Section 4999 unless it would be better economically for you to receive   all of the benefits and pay the excise tax. Any determination required under this paragraph 6(c)   will be made in by an independent professional services firm chosen and paid for by WSFS. Before   and after the Closing Date, you agree to reasonably negotiate in good faith with WSFS to  implement measures to minimize any payments or benefits from being characterized as “excess  parachute payments” within the meaning of Section 280G(b)(1) of the Code.           7.    Miscellaneous Provisions               a. Entire Agreement. This Letter constitutes the entire agreement between the  parties and supersedes all prior agreements and understandings relating to the subject matter of  this Letter, including any agreement between you and Beneficial, WSFS, or any of their respective  subsidiaries, whether written or oral, including your employment agreement with Beneficial, and  you hereby agree and acknowledge that your prior employment agreement (and any other  agreements with Beneficial regarding your compensation or the terms and conditions of your  employment) are terminated as of the Closing Date; the foregoing does not apply to Beneficial   equity grants or vested Beneficial equity rights, which shall each be treated in accordance with   the provisions of the merger agreement. This Letter sets forth the entire understanding of the   parties as to the subject matter contained herein. Your position as a member of the WSFS Boards  shall be subject to the policies and governing documents of the WSFS Boards, including the WSFS  certificate of incorporation and the by-laws of WSFS.               b. Governing Law; Dispute Resolution; Remedies. This Letter shall be governed by  and construed in accordance with the laws of Delaware (without regard to conflict of laws  principles), and any dispute pertaining to or arising out of this Letter shall be brought only in the  state or federal courts located within Delaware. By signing this Letter you irrevocably consent to                                          5                                                                                   





 






 the personal jurisdiction of the state and federal courts located within Delaware. You agree that   any breach or threatened breach of your obligations in paragraph 3 will cause WSFS substantial  and irrevocable damage for which it would have no adequate remedy at law and you therefore  agree that WSFS will be entitled to injunctive relief in the event of any such breach or threatened  breach, without the necessity of showing actual damages or that monetary damages would not  afford an adequate remedy, and without the necessity of posting any bond or other security.  Each right, obligation and remedy set forth in this Letter shall be cumulative and in addition to  the other rights, obligations and remedies set forth herein or under other agreements, at law or  in equity.                c. Counterparts. This Letter may be executed in counterparts, each of which shall  be deemed an original and all of which taken together shall constitute one and the same  instrument.               d. Assignment. The provisions of this Letter shall bind and inure to the benefit of  WSFS and its successors and assigns. You may not assign this Letter.               e. Amendment and Waiver.  No failure or delay on the part of you or WSFS in   exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any   single or partial exercise of any such right, power or remedy preclude any other or further   exercise thereof or the exercise of any other right, power or remedy.  Any amendment,  supplement or modification of or to any provision of this Letter and any waiver of any provision  of this Letter shall be effective (i) only if it is made or given in writing and signed by each party  hereto or, in the case of a waiver, by the party granting the waiver and (ii) only in the specific  instance and for the specific purpose for which made or given.               f. Severability. If any provision of this Letter is held invalid, illegal or  unenforceable, the validity, legality and enforceability of the remaining provisions of this Letter  shall not be affected or impaired in any way.               g. Construction. You and WSFS agree that you each have been represented by  counsel during the negotiation and execution of this letter and, therefore, waive the application  of any law, regulation, holding or rule of construction providing that ambiguities in an agreement  or other document will be construed against the party drafting such agreement or document.   The headings in this Letter are only for convenience and are not intended to affect construction  or interpretation.  The words “include,” “includes” and “including,” when used in this Letter, will  be deemed to be followed by the phrase “but not limited to”. The words “hereof”, “herein” and   “hereunder” and words of similar import when used in this Letter shall refer to this Letter as a   whole and not to any particular provision of this Letter.                              [Remainder of the Page Left Blank]                                          6                                                                                   





 






   We hope you will indicate your acceptance of the terms of this Letter set forth above by signing  and dating in the spaces indicated below.                                              Sincerely,                                          /s/ Mark A. Turner                                      Mark A. Turner                                      Chairman, President and Chief Executive Officer                                      WSFS Financial Corporation                                          /s/ Mark A. Turner                                      Mark A. Turner                                      Chairman, President and Chief Executive Officer                                      Wilmington Savings Fund Society, FSB                                         I acknowledge that I have read, understand and agree to the terms and conditions of this Letter:                                                                 GERARD CUDDY      8/7/2018                                              /s/ Gerard Cuddy  Date                                Signature