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SEPARATION AND CONFIDENTIALITY
AGREEMENT
This AGREEMENT ("Agreement") is entered into this 4th day of
March,
2005 ("Effective Date") by and among SE Financial Corp. (the
"Company") with its
principal place of business headquartered in Philadelphia,
Pennsylvania, St.
Edmond's Federal Savings Bank ("Bank"), a federally chartered
savings bank
having its principal place of business located in Philadelphia,
Pennsylvania
(collectively the "Companies") and Frank S. DePaolo
("Employee").
WHEREAS, Employee has previously served as the President and
Chief
Executive Officer of each of the Companies and as a member of
the board of
directors of the Bank;
WHEREAS, the Companies recognize the specialized knowledge of
Employee
related to the business affairs of the Companies; and
WHEREAS, Employee, the Company and the Bank desire to enter into
a
separation and confidentiality agreement upon the terms and
conditions
hereinafter contained;
NOW, THEREFORE, in consideration of the covenants and terms
contained
in this Agreement as set forth herein and of the respective and
mutual benefits
accruing to the Company, the Bank and to Employee from such a
separation and
confidentiality agreement by, between and among the parties as
set forth by the
terms of this Agreement, Company, Bank and Employee, for good
and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and
each intending to be legally bound, hereby agree as follows:
1. Resignation as an Officer, Director and Employee
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This Agreement constitutes written notice from Employee and
acceptance
by the Company, the Bank, and all other subsidiaries of such
entities, that
Employee hereby irrevocably resigns from any and all positions
with the Company,
the Bank and any and all subsidiaries thereof as follows:
(a) Effectively immediately with the execution of this
Agreement,
Employee will cease to be a director of the Bank or a member of
any and all
committees on which he may serve in any capacity and/or by
reason of the office
he may have held with the Company and/or with the Bank and as an
officer and
director of any other subsidiaries of such entities.
(b) Effective upon the close of business on March 11, 2005
(the
"Termination Date"), Employee: (i) will resign as President and
Chief Executive
Officer of the Company and of the Bank; and (ii) will cease to
be an employee of
the Company and of the Bank and all subsidiaries of either the
Company or the
Bank; and (iii) will no longer be considered to be an employee
of either the
Company or the Bank for any purpose.
(c) From the Effective Date up to and including the Termination
Date,
Employee shall assist the Companies in the orderly and timely
transfer of
responsibilities as may be requested by
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the Companies, but is not required nor permitted to be
physically present at the
place of business of the Companies unless specifically requested
by an
authorized representative of the Companies and is not expected
to provide any
other service on behalf of the Companies, except as provided in
this Agreement.
(d) Employee will be permitted to make arrangements with
Joseph
Sidebotham, Chief Financial Officer, to remove his personal
belongings from the
premises of the Companies before the Termination Date.
(e) Employee will promptly take all necessary steps required by
the
Companies to resign from them as an officer, director or
employee.
2. Compensation
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(a) From the Effective Date through the Termination Date: (i)
the Bank
will continue to pay Employee his regular salary, less any
applicable and usual
deductions, including but not limited to, federal, state and
municipal income
taxes, and any other deductions regularly made pursuant to
Employee's
instruction, in accordance with the Bank's regular payroll
schedule; and (ii)
Employee shall continue to be eligible to participate in the
Bank's Employee
Stock Ownership Plan, 401K Savings Plan, Incentive Compensation
Plan, and
Executive Life Insurance Program (collectively, the "Benefit
Plans"). Benefits
payable to Employee under the Benefit Plans will be made in
accordance with the
specific terms and conditions of such Benefit Plans.
(b) On the Termination Date: (i) payment of Employee's regular
salary
and all other forms of compensation, except as provided in this
Agreement, shall
cease; and (ii) Employee's participation, coverage and
entitlement to any and
all benefits, including but not limited to, fringe benefits
under the Companies'
programs, plans and practices, including but not limited to, the
Benefit Plans,
shall cease. Employee's right to any vested benefits at
termination of his
employment, including but not limited to, Employee's right to
any vested
benefits upon termination of his employment under the Bank's
Incentive
Retirement Agreement, will be determined in accordance with the
terms of the
applicable plan documents.
(c) Beginning on the first regular pay day following the latter
of the
Termination Date or the expiration of the Revocation Period as
defined in this
Agreement, and provided that Employee has complied with and
continues to comply
with the terms of this Agreement, Employee will receive
severance compensation
from the Company for a period of six (6) months, payable in
biweekly
installments, in accordance with the Company's regular payroll
practices, at the
biweekly equivalent of Employee's former salary on the day prior
to the
Termination Date (exclusive of any and all additional forms of
compensation
including fringe benefits, bonuses, commissions, overtime,
benefit
contributions, etc.) (the "Severance Payments"). Employee
acknowledges that he
will no longer be an employee and will not be entitled to
participate in any
Company or Bank benefit programs or plans, including the Benefit
Plans, after
the Termination Date.
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(d) Employee acknowledges that Employee's compliance with the
terms and
conditions of this Agreement, including but not limited to,
Employee's
obligations of timely and orderly transfer of responsibilities,
confidentiality
and non-disparagement towards the Companies, Employee's
obligation not to
compete with the Companies, and the General Release of Claims
against the
Companies, is a material component and inducement for the
Companies to enter
into this Agreement. Employee further acknowledges that a breach
of any of these
provisions of the Agreement will immediately void the Companies'
obligation to
make any Severance Payments under this Agreement.
3. Non-Competition, Non-Solicitation and Protection of
Confidential
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Information
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(a) Employee will not, without the prior written consent of
the
Companies, directly or indirectly communicate or divulge, or use
for his own
benefit or for the benefit of any other person, firm,
association, or
corporation, any of the trade secrets, proprietary data or other
confidential
information communicated to or otherwise learned or acquired by
Employee from
the Companies or from any source in the course of his employment
by and with the
Companies or in his role as an officer and/or director of the
Companies
("Confidential Information"), except that Employee may disclose
such matters to
the extent that disclosure is ordered by a court or governmental
agency of
competent jurisdiction, only after giving the Companies advance
notice of the
ordered disclosure providing the Companies a reasonable
opportunity to make such
filings as they may deem appropriate with respect to the ordered
disclosure.
Confidential Information under this paragraph shall not include
any information
which is a matter of public record or information generally
available to the
public as a result of a non-prohibited disclosure by a third
party.
(b) For a period of twelve (12) months following the Effective
Date of
this Agreement, Employee will not contact, with a view toward
selling, acquiring
or consuming any product or service competitive with any product
or service sold
or which Employee knows is proposed to be sold or performed by
any of the
Companies, any person, firm, association or corporation (i) to
which the
Companies sold any product or service during the five years
prior to the
Effective Date, (ii) which Employee solicited, contacted or
otherwise dealt with
on behalf of the Companies, (iii) which Employee was otherwise
aware was a
client of the Companies, (iv) with which the Companies
contracted to develop
products for the Bank or to promote its business or (v) whom
either of the
Companies was soliciting with a view toward selling, acquiring
or consuming any
product or service during the five years prior to the Effective
Date. Employee
will not directly or indirectly make any such contact, either
for his own
benefit or for the benefit of any other person, firm,
association, or
corporation.
(c) For a period of twelve (12) months following the Effective
Date of
this Agreement, Employee will not, directly or indirectly,
contact or attempt to
persuade any employee, contractor, business partner, supplier,
agent,
independent contractor or customer of either of the Companies to
terminate his,
her or its relationship with the Companies or do any act that
may result in the
impairment of the relationship between the Companies and any
employee,
contractor, business partner, supplier, agent, independent
contractors and
customer of either of the Companies.
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(d) For a period of twelve (12) months following the Effective
Date of
this Agreement, Employee shall not, on his own behalf or on
behalf of others,
employ, solicit, or induce, or attempt to employ, solicit or
induce, any
employee of the Companies, for employment with any enterprise
(including but not
limited to, a savings and loan association, bank, credit union,
or insurance
company), nor will Employee directly or indirectly, on his
behalf or for others,
seek to influence any employee of the Companies to leave the
employ of the
Companies.
(e) During the period when Employee is receiving Severance
Payments,
Employee shall not directly or indirectly, own, manage, operate,
finance, join,
control or participate in the ownership, management, operation,
financing or
control of, or be connected with as an officer, director,
employee, partner,
principal, agent, representative, consultant or otherwise, or
use or permit his
name to be used in connection with any entity in the financial
services industry
(including banks, thrifts, credit unions, mortgage companies,
etc.) within the
Bank's Community Reinvestment Act ("CRA") coverage area.
(f) Employee shall not:
(i) propose to the Company or any other person, any
transaction
between a third-party and the Company and/or its security
holders or involving
any of its securities or security holders ("Extraordinary
Transaction");
(ii) acquire, offer to acquire, agree to acquire, or assist,
advise or encourage any person or entity, in acquiring, directly
or indirectly,
by purchase, tender offer or otherwise, any voting securities or
direct or
indirect rights to acquire any voting securities of the Company
or any
subsidiary thereof, or of any successor to, or person in control
of the Company,
or any asset of the Company or any subsidiary or division
thereof or of any such
successor or controlling person; provided that such limitations
on the
activities of Employee shall not apply to such Employee with
respect to any
proposal or transaction presented by a third-party to the
Company which shall be
approved or endorsed by the Company in advance of any public
announcement of
such proposal or transaction for actions taken by Employee after
such Company
approval or endorsement;
(iii) make, or in any way participate, directly or indirectly,
in
any "solicitation" of "proxies" to vote (as such terms are
defined and used in
the rules and regulations of the Securities and Exchange
Commission), or seek to
advise or influence any person or entity with respect to the
voting of any
voting securities of the Company;
(iv) make any public announcement with respect to, or submit
a
proposal for, or offer of (with or without conditions) any
Extraordinary
Transaction involving the Company or any of its securities or
assets;
(v) form, join or in any way participate in a "group" as
defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, or the
change in control rules of the Office of Thrift Supervision (12
C.F.R. part 574)
in connection with any of the foregoing; or
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(vi) otherwise act alone or "in concert" with others to seek
to
"control" the management, Board of Directors or policies of the
Company, or any
subsidiary thereof, within the meaning of 12 C.F.R. Part
574.
(g) Employee acknowledges that the type and periods of
restrictions
imposed by this Section 3 of the Agreement are fair and
reasonable, and that
such restrictions are intended solely to protect the legitimate
interests of the
Companies and not to prevent him from earning a livelihood.
(h) Employee acknowledges and agrees that irreparable injury
will
result to the Companies in the event of a breach of any of the
provisions of
this Section 3 (the "Designated Provisions") and that the
Companies will have no
adequate remedy at law with respect to such breach. Accordingly,
in the event of
a material breach or the thre
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