Exhibit10.7
FORM OF
BENEFICIAL MUTUAL SAVINGS
BANK
CHANGE IN CONTROL
AGREEMENT
This AGREEMENT
(“Agreement”) is hereby entered into as of __________,
2007, by and between BENEFICIAL
MUTUAL SAVINGS BANK (the “Bank”), a
Pennsylvania-chartered savings bank, with its principal offices at
510 Walnut Street, 19 th Floor, Philadelphia, Pennsylvania 19106,
________________ (“Executive”), and BENEFICIAL
MUTUAL BANCORP, INC. (the “Company”), the
holding company of the Bank, as guarantor.
WHEREAS, the Company and the Bank recognize the
importance of Executive to their operations and wish to protect
Executive’s position in the event of a change in control for
the period provided for in this Agreement; and
WHEREAS, Executive and the Boards of Directors of the
Company and the Bank desire to enter into an agreement setting
forth the terms and conditions of payments due to Executive in the
event of a change in control and the related rights and obligations
of each of the parties.
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is hereby agreed as
follows:
a. The term of
this Agreement shall be (i) the initial term, consisting of the
period commencing on the date of this Agreement (the
“Effective Date”) and ending on the date that is three
(3) years after the Effective Date, plus (ii) any and all
extensions of the initial term made pursuant to this Section 1.
Notwithstanding anything in this Section 1 to the contrary,
the term of the Agreement shall be fixed at twelve (12) months as
of the effective date of a Change in Control.
b. Commencing
on the first anniversary of the Effective Date and continuing each
anniversary date thereafter, the Board of Directors of the Bank
(the “Board of Directors”) may extend the term of this
Agreement for an additional one (1) year period beyond the then
effective expiration date, provided that Executive shall not have
given at least sixty (60) days’ written notice of
Executive’s desire that the term not be extended.
c.
Notwithstanding anything in this Section 1 to the
contrary, this Agreement shall terminate (i) if Executive or
the Bank terminates Executive’s employment prior to a Change
in Control and (ii) on the first anniversary of the effective
date of a Change in Control.
a. Upon the
occurrence of a Change in Control (as defined in Section 2c.)
followed at any time during the remaining term of this Agreement by
the termination of Executive’s employment in accordance with
the terms of this Agreement, other than for Cause (as defined in
Section 2d.), the provisions of Section 3 of this Agreement shall
apply.
b.
Upon the occurrence of a Change in
Control, Executive shall have the right to elect to voluntarily
terminate his employment at any time during the remaining term of
this Agreement following the occurrence of an event constituting
“Good Reason.” “Good
Reason” means, unless Executive has consented in writing
thereto, the occurrence following a Change in Control, of any of
the following:
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A material
reduction in Executive’s responsibilities or authority in
connection with his employment with the Company or the
Bank;
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Assignment to
Executive of duties of a non-executive nature or duties for which
he is not reasonably equipped by his skills and
experience;
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A reduction in
salary or benefits contrary to the terms of this Agreement, or,
following a Change in Control as defined in Section 12 of this
Agreement, any reduction in salary or material reduction in
benefits below the amounts to which Executive was entitled prior to
the Change in Control;
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Termination of
incentive and benefit plans (other than the Bank’s
tax-qualified plans), programs or arrangements, or reduction of
Executive’s participation to such an extent as to materially
reduce their aggregate value below their aggregate value as of the
Effective Date;
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A relocation of
Executive’s principal business office by more than
thirty-five (35) miles from its current location; or
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Liquidation or
dissolution of the Company or the Bank.
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Notwithstanding
the foregoing, a reduction or elimination of Executive’s
benefits under one or more benefit plans maintained by the Company
or the Bank as part of a good faith, overall reduction or
elimination of such plans or benefits thereunder applicable to all
participants in a manner that does not discriminate against
Executive (except as such discrimination may be necessary to comply
with law) shall not constitute an event of Good Reason or a
material breach of this Agreement, provided that benefits of the
same type or to the same general extent as those offered under such
plans are not available to other officers of the Company and the
Bank, or any company that controls either of them, under a plan or
plans in or under which Executive is not entitled to participate
subsequent to such reduction or elimination of benefits.
c. For purposes
of this Agreement, a “Change in Control” shall be
deemed to occur on the earliest of any of the following
events:
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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.
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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 (b) shall not apply to
beneficial ownership of Company voting shares held in a fiduciary
capacity by an entity of which the Company directly or indirectly
beneficially owns 50% or more of its outstanding voting
securities.
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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
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Sale of
Assets : The Company or
the Bank sells to a third party all or substantially all of its
assets.
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Notwithstanding
anything in this Agreement to the contrary, in no event shall the
reorganization of the Bank from the mutual holding company form of
organization to the full stock holding company form of organization
(including the elimination of the mutual holding company)
constitute a “Change in Control” for purposes of this
Agreement.
d. Executive
shall not have the right to receive termination benefits pursuant
to Section 3 of this Agreement upon termination for Cause.
Termination for Cause shall mean termination of Executive’s
employment because of, in the good faith determination of the
Board, Executive’s personal dishonesty, incompetence, willful
misconduct, any breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of
any law, rule, regulation (other than traffic violations or similar
offenses), final cease and desist order, or any material breach of
any provision of this Agreement. Notwithstanding the foregoing,
Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to him a copy of a
resolution duly adopted by the affirmative vote of a majority of
the entire membership of the Board of Directors at a meeting of the
Board of Directors called and held for that purpose (after
reasonable notice to Executive and an opportunity for him, together
with counsel, to be heard before the Board of Directors), finding
that in the good faith opinion of the Board of Directors,
Executive
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