ex10-2.htm


    
      
Exhibit
10.2

     

     

    
      Management
Incentive Plan

       

      2008
Plan Summary

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Introduction
and Objectives

       

      The
Management Incentive Plan (MIP) is designed to recognize and reward management
for their collective and individual contributions to Beneficial Bank’s
success.  The plan focuses on performance measures that are critical
to the Bank’s growth and profitability.

       

      This
document summarizes the elements and features of the Plan.

       

      The
objectives of the MIP are to:

       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              ●

                            	
                              Reward
      results, not effort.

                            
	 	 	 
	 
      	
                              ●

                            	
                              Align
      the Bank’s Strategic Plan, Budget, and Shareholder interests with
      executive performance.

                            
	 	 	 
	 
      	
                              ●

                            	
                              Motivate
      and reward executives for achieving /exceeding performance
      goals.

                            
	 	 	 
	 
      	
                              ●

                            	
                              Align
      pay with Bank and individual performance.

                            
	 	 	 
	 
      	
                              ●

                            	
                              Position
      Beneficial Savings’ total compensation to be competitive with the
      market.

                            
	 	 	 
	 
      	
                              ●

                            	
                              Enable
      the Bank to attract and retain talent needed to drive Bank
      success.

                            
	 	 	 
	 
      	
                              ●

                            	
                              Encourage
      teamwork across the
Bank.

                            


                    

                  

                

              

            

          

        

      

       

      Compensation
Philosophy

       

      Beneficial
Savings Bank’s compensation philosophy is to provide competitive compensation
that enables the organization to drive the business’ growth.  The MIP
provides an opportunity to earn extra compensation beyond base salary when we
meet or exceed our performance goals as well as recognize and reward individual
contributions toward our success.  Base salaries are designed to be
competitive with market practice (i.e. 50th
percentile), with incentive awards targeted to provide competitive compensation
when performance goals are met.  However, since incentives reflect
performance, actual total cash is designed to be variable - ranging from “below
market” positioning if goals are not achieved, to “above market” (e.g., 75th
percentile) for superior performance.

       

      Eligibility

       

      Eligibility
to participate in the plan will be limited to those senior leaders who are in a
position to successfully execute Beneficial’s Strategic plan resulting in
increased shareholder value, and superior employee and customer
satisfaction.  Participants must be employed by September
30.  Employees who work a partial year will receive pro-rated awards
based on hours worked.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Performance
Period

       

      The
performance period and the plan operates on a calendar year basis (January 1 -
December 31).

       

      Incentive
Award Opportunity

       

      Each
participant will have a target incentive opportunity based on competitive market
practice for his/her role.  The target incentive will reflect a
percentage of base salary and be determined consistent with competitive market
practices.  Actual awards will vary based on performance and range
from 0% of target (not achieving minimal performance) to 150% of target for
exceptional performance.

       

      The
table below shows competitive incentive ranges, which reflect market practice
for banks of similar size as Beneficial.  These incentive targets will
be reviewed annually to ensure they remain competitive and
appropriate.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        2008
      Incentive Targets

                                      
	
                                         

                                         

                                        Role

                                      	
                                         

                                         

                                        Below
      Threshold

                                      	
                                        Threshold

                                        (90%
      of Target)

                                      	
                                         

                                        Target

                                        (100%)

                                      	
                                         

                                        Stretch

                                        (115%
      of Target)

                                      
	
                                        President
      & CEO

                                      	
                                        0%

                                      	
                                        20%

                                      	
                                        40%

                                      	
                                        60%

                                      
	
                                        Executive
      Vice President

                                      	
                                        0%

                                      	
                                        13%

                                      	
                                        25%

                                      	
                                        38%

                                      
	
                                        Senior
      Vice President

                                      	
                                        0%

                                      	
                                        13%

                                      	
                                        25%

                                      	
                                        38%

                                      
	
                                        Vice
      President

                                      	
                                        0%

                                      	
                                        10%

                                      	
                                        20%

                                      	
                                        30%

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      Performance
Measures

       

      For
2008, there will be two categories of performance measures in the plan: Bank
performance and Individual Performance.  Each participant will have
two Bank goals and 2-3 additional individual goals as follows:

       

      Bank
Goals: For
2008, the Bank goals will focus on EPS and Efficiency Ratio.  These
are core measures of profitability and efficiency of
resources.

       

      Individual
performance: Each
participant will have 2-3 individual performance goals that reflect required
contributions specific to their functional area (e.g. lending growth, deposit
growth).

       

      The
specific goals and weights will be reviewed each year to reflect specific
strategic priorities and financial objectives.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      For
2008, performance will be weighted as follows:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  Bank
      Performance

                                                	
                                                  Individual
      Goals

                                                
	
                                                  Role

                                                	
                                                  EPS

                                                	
                                                  Efficiency
      Ratio

                                                	
                                                  1-2
      goals vary by executive

                                                
	
                                                  President
      & CEO

                                                	
                                                  50%

                                                	
                                                  30%

                                                	
                                                  20%

                                                
	
                                                  Executive
      Vice President & CFO

                                                	
                                                  50%

                                                	
                                                  30%

                                                	
                                                  20%

                                                
	
                                                  Executive
      Vice President

                                                	
                                                  30%

                                                	
                                                  20%

                                                	
                                                  50%

                                                
	
                                                  Senior
      Vice President

                                                	
                                                  30%

                                                	
                                                  20%

                                                	
                                                  50%

                                                
	
                                                  Vice
      President

                                                	
                                                  20%

                                                	
                                                  10%

                                                	
                                                  70%

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    ●

                  	
                    Bank
      performance will be based on a quantitative assessment of
      performance (EPS and efficiency ratio).  Each goal will have a
      defined range of performance (defined threshold, target, and stretch
      goals).  At the end of each plan year, Bank performance will be
      assessed based on the achievement relative to the defined performance
      goals.  Actual payouts will vary based on performance and can
      range from 0% (if threshold performance is not achieved) to 150% of target
      award (if all goals reach stretch level of performance).  Actual
      awards will be prorated as appropriate to reward continuous
      improvement.  Actual awards will vary each year based on Bank
      performance.

                  


          

        

      

       

      Each
participant will have his/her own performance scorecard with the two bank goals
(consistent for all participants) and the additional individual performance
measures, as appropriate for each participant.

       

      Payouts

       

      Payouts
will be made in cash after Beneficial Savings Bank’s financial results and
performance are known for the annual performance period.  Awards will
be determined based on a combination of Bank performance and individual
performance.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Terms
and Conditions

      
        
          

        

      

      
        


        Participation

      

       

      Participants
are selected by the Chairman and CEO and approved by the Compensation Committee
of the Board of Directors.  New employees must be employed by
September 30 of the plan year (January 1 - December 31) to be eligible for that
year’s incentive and will receive a prorated award.

       

      Effective
Date

       

      This
Program is effective January 1, 2008 to reflect plan year January 1, 2008 to
December 31, 2008.  The Plan will be reviewed annually by the Bank’s
Compensation Committee of the Board of Directors to ensure proper alignment with
the Bank’s business objectives.  Beneficial Bank retains the rights as
described below to amend, modify or discontinue the Plan at any time during the
specified period.  The Incentive Plan will remain in effect until
December 31, 2008.

       

      Program
Administration

       

      The
Program is authorized by the Compensation Committee of the Board of Directors,
and administered by the Chairman & CEO and Human Resources.

       

      Program
Changes or Discontinuance

       

      Beneficial
Bank has developed the Plan based on existing business, market and economic
conditions; current services; and staff assignments.  If substantial
changes occur that affect these conditions, services, assignments, or forecasts,
Beneficial Savings Bank may add to, amend, modify or discontinue any of the
terms or conditions of the Plan at any time.

       

      The
Compensation Committee may, at its sole discretion, waive, change or amend the
Plan as it deems appropriate.

       

      Incentive
Award Payments

       

      Awards
will be paid as a cash bonus before the end of the first quarter following the
Plan year.  Awards will be paid out as a percentage of a participant’s
effective base salary as of December 31 for a given calendar
year.  Incentive awards will be considered taxable income to
participants in the year paid and will be subject to withholding for required
income and other applicable taxes.

       

      New
Hires, Reduced Work Schedules, Promotions, and Transfers

       

      Participants
who are not employed by Beneficial Bank at the beginning of the Plan year will
receive a pro rata incentive award based on their length of employment during a
given year.  Employees hired after September 30 will not be eligible
to participate until the next plan year.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      If
a participant changes his/her role or is promoted during the Plan year such that
the incentive target changes, he/she will be eligible for the new role’s target
opportunity on a pro rata basis (i.e. the award will be prorated based on the
number of months employed in the respective positions.)

       

      In
the event of an approved leave of absence, the award opportunity level for the
year will be adjusted to reflect the time in active status.  For
example, a participant on leave status for 13 weeks during a Plan year will have
his or her calculated award reduced by one-fourth (13 weeks/52 weeks) to reflect
the period of leave.

       

      Termination
of Employment

       

      If
a Plan participant is terminated by the Bank, no incentive award will be
paid.  Participants must be an active employee of the Bank on the date
the incentive is paid to receive an award.  (See exceptions for death,
disability and retirement below.)

       

      Disability,
Death or Retirement

       

      If
a participant is disabled by an accident or illness, his/her bonus award for the
Plan period will be prorated so that the award is based on the period of active
employment only (i.e. the award will be reduced by the period of time of
disability).

       

      In
the event of death, Beneficial Savings Bank will pay to the participant’s estate
the pro rata portion of the award that had been earned by the participant as of
the date of death.

       

      Individuals
who retire will receive a prorated payout based on the period of active
employment only (i.e. pro-rated as of the date of retirement).

       

      Ethics
and Interpretation

       

      If
there is any ambiguity as to the meaning of any terms or provisions of this plan
or any questions as to the correct interpretation of any information contained
therein, the Bank’s interpretation expressed by the CEO and/or Compensation
Committee will be final and binding.

       

      The
altering, inflating, and/or inappropriate manipulation of performance/financial
results or any other infraction of recognized ethical business standards, will
subject the employee to disciplinary action up to and including termination of
employment.  In addition, any incentive compensation as provided by
the plan to which the employee would otherwise be entitled will be
revoked.

       

      Participants
who have willfully engaged in any activity, injurious to the Bank, will upon
termination of employment, death, or retirement, forfeit any incentive award
earned during the award period in which the termination occurred.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Miscellaneous

       

      The
Plan will not be deemed to give any participant the right to be retained in the
employ of Beneficial Bank, nor will the Plan interfere with the right of
Beneficial Bank to discharge any participant at any time.

       

      In
the absence of an authorized, written employment contract, the relationship
between employees and Beneficial Bank is one of at-will
employment.  The Plan does not alter the relationship.

       

      This
incentive plan and the transactions and payments hereunder shall, in all
respect, be governed by, and construed and enforced in accordance with the laws
of the state of Pennsylvania.

       

      Each
provision in this Plan is severable, and if any provision is held to be invalid,
illegal, or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not, in any way, be affected or impaired
thereby.

       

      This
plan is proprietary and confidential to Beneficial Bank and should not be shared
outside the organization.

       

       

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