Exhibit
10.9
BENEFICIAL MUTUAL SAVINGS
BANK
TRANSITION CREDIT
RETIREMENT PLAN
FOR DESIGNATED
EMPLOYEES
Article I
Purpose
The purpose of
this Beneficial Mutual Savings Bank Transition Credit Retirement
Plan for Designated Employees (the “Plan”) is to
provide certain key employees of Beneficial Mutual
Savings Bank (the “Bank”) with a nonqualified
retirement benefit to supplement benefits available to them under
the Bank’s frozen pension plan and the Employee Savings and
Stock Ownership Plan (the “KSOP”). The Plan
was effective upon adoption by the Board of Directors on December
18, 2008.
Article II
Definitions
For the
purposes of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates
otherwise:
“Bank” means Beneficial Mutual
Savings Bank, Philadelphia, PA.
“Beneficiary” means the person,
persons or entity designated by the Participant to receive benefits
payable under the Plan.
“Board of
Directors” means the Board of Directors of the
Bank.
“Code” means the Internal Revenue
Code of 1986, as amended.
“Declared Rate” means, for any Plan
Year, the rate in effect on the first business day of the year for
the Bank’s longest term certificate of deposit, unless
modified by the Board of Directors. The Declared Rate
may be modified by a resolution of the Board of Directors on a
prospective basis at any time during the Plan Year or with respect
to any future Plan Year.
“Determination Date” means the date
on which the amount of a Participant’s Transition Credit
Account is determined as provided in Article IV
hereof. The last day of each Plan Year shall be the
Determination Date.
“Disability” means a physical or
mental condition which constitutes a disability within the meaning
of Section 22(e)(3) of the Code.
“Just
Cause” shall mean termination because of the
Participant’s personal dishonesty, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to
perform stated duties, continuing material failure to perform
assigned duties, or a willful violation of any law, rule or
regulation (other than traffic violations or similar infractions)
or a final cease-and-desist order.
“Participant” means an employee of
the Bank who is designated as a Participant in Appendix A to the
Plan.
“Plan
Year” means a twelve-month period commencing January 1st and
ending the following December 31st.
“Separation from Service” means the
termination of a Participant’s services (whether as an
employee or as an independent contractor) to the Bank for reasons
other than death or Disability. Whether a Separation
from Service has occurred shall be determined in accordance with
the requirements of Section 409A of the Code based on whether the
facts and circumstances indicate that the Bank and the Participant
reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the
Participant would perform after such date (whether as an employee
or as an independent contractor) would permanently decrease to no
more than twenty percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36) month
period.
“Transition Credit” means the amount
credited to a Participant’s Transition Credit Account
pursuant to Section 3.2 of the Plan with respect to a
Plan Year.
“Transition Credit Account” means
the account maintained on the books of the Bank for each
Participant pursuant to Article IV. A
Participant’s Transition Credit Account shall be utilized
solely as a device for the measurement and determination of the
amounts to be paid to the Participant pursuant to this
Plan. A Participant’s Transition Credit Account
shall not constitute or be treated as a trust fund of any
kind.
Article III
Participation and
Benefits
Section
3.1
Participation
. Subject to Section 3.2, an employee of the Bank
who is designated as a Participant in Appendix A to the Plan or by
the Board of Directors at any time after the Effective Date of the
Plan shall continue as a Participant until the earliest to occur of
his death, Disability, or Separation from Service.
Section
3.2
Transition Credits
. For each Plan Year beginning with the Plan Year
ending December 31, 2008 and ending with the Plan Year ending
December 31, 2017, the Transition Credit Account of a Participant
who (a) is employed on the last day of the Plan Year, or (b)
terminates employment by reason of his death or Disability during
the Plan Year, shall be credited with a Transition Credit in a
dollar amount (rounded to the nearest whole dollar) equal to the
percentage of the Participant’s Compensation (as such term is
defined for purposes of Bank contributions under the KSOP and
subject to the limitations contained therein, including but no
limited to Section 401(a)(17) of the Code) set forth in Appendix A
for such Participant (the “Transition Benefit
Percentage”). Notwithstanding anything in this
Plan to the contrary, unless otherwise determined by the Board of
Directors, (i)no Transition Credits shall be credited to the
Transition Credit Account of a Participant for any Plan Year
beginning after December 31, 2017 and (ii) a Participant shall not
be eligible to receive a Transition Credit under this Plan in any
calendar year in which the Participant has received or will be
eligible to receive (based on the Board’s good faith
determination) a contribution under Section 3.2(f) of the
Bank’s Employee Savings and Stock Ownership Plan.
Section
3.3
Vesting of Transition
Credit Account . A Participant’s
Transition Credit Account shall at all times be 100%
vested. Notwithstanding the foregoing, a
Participant’s interest in his Transition Credit Account shall
be forfeited as of the effective date of a Participant’s
termination of employment for Just Cause.
Article IV
Transition Credit
Account
Section
4.1
Determination of
Account . A Participant’s Transition
Credit Account as of each Determination Date shall consist of all
Transition Credits and interest credits credited to the
Participant’s Transition Credit Account.
Section
4.2
Crediting of
Account . As of each Determination Date, the
Participant’s Transition Credit Account shall be increased by
the amount of interest earned since the preceding Determination
Date. Interest shall be based upon the Declared Rate in
effect for such Plan Year. Interest shall be based upon
the average daily balance of the Participant’s Transition
Credit Account since the last Determination Date, but
after the Transition Credit Account has been adjusted for any
contributions to be credited as of such day.
Section
4.3
Statement of
Account . The Bank shall provide each
Participant, within 120 days after the close of each Plan Year, a
statement in such form as the Bank deems desirable, setting forth
the balanc
