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SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is
between
Beneficial Mutual Bancorp, Inc., a federally chartered
corporation, and
Beneficial Mutual Savings Bank, a Pennsylvania chartered savings
bank
("Employer") and Paul R. Driscoll ("Employee").
WHEREAS, Employee's employment with Employer will terminate
effective
December 31, 2007 ("Termination Date"); and Employee's last day
of work will be
October 12, 2007 ("Last Day Worked"); and
WHEREAS, Employer and Employee desire to resolve any and all
matters,
claims, controversies, disputes, or grievances relating to
Employee's employment
or separation from employment with Employer;
NOW, THEREFORE, in consideration of the mutual promises and
commitments
made herein, and intending to be legally bound hereby, Employer
and Employee
agree as follows:
1. Employee's employment with Employer will terminate effective
as of
the Termination Date. Employer will pay Employee his regular
base salary, on
Employer's regular payroll schedule, through the Termination
Date. Employee
acknowledges and agrees he has received all compensation and
other benefits to
which he is entitled through the Last Day Worked from Employer
and any entity
affiliated with Employer, including without limitation, all
earned but unused
vacation days through the Termination Date.
2. In consideration of Employee's agreements herein,
(a) Employee will receive as Separation Pay a gross pay amount
of
$718,688.00, as a lump sum, representing three years of pay at
Employee's
regular annual base salary, less normal withholdings ("the
Separation Pay").
This payment will not be made unless Employee returns this
signed Agreement and
will not be made until the expiration of the seven day
revocation period set
forth in paragraph 16 below, provided this revocation period has
expired without
Employee revoking this Agreement. If these conditions have been
met, it is
Employer's intention to make this payment on or before December
31, 2007, but in
no event will the payment be made later than March 15, 2008.
Employee
understands that he may not execute this Agreement prior to the
Last Day Worked.
Employee acknowledges that the Separation Pay is not
compensation for past
services rendered. The Separation Pay paid pursuant to this
Agreement will not
be counted as compensation for purposes of determining benefits
under any other
benefit plan, pension plan or similar arrangement. Employee
agrees that he is
solely responsible for any taxes to be paid on the Separation
Pay. Employer
shall not make any payment of Separation Pay to the extent such
payment would
result in an "excess parachute payment" under Internal Revenue
Code Section
280G.
(b) For the three years subsequent to the Termination Date,
Employer
will pay the cost of Employee's group health coverage under
Employer's group
health insurance program under the same terms as that coverage
is provided to
other employees of Employer, provided that the Employer's
payment toward the
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cost of such benefits will cease once the Employee elects
coverage under any
other group health plan, including Employer's Retiree Health
Plan. At the end of
the three-year period, Employee will have the opportunity to
continue his group
health insurance as provided by COBRA.
3. Employee specifically acknowledges and agrees that he is not
a
participant in nor is he entitled to any benefits pursuant to
the Severance Pay
Plan for Eligible Employees of Beneficial Mutual Savings
Bank.
4. By entering into this Agreement, Employer does not admit that
it is
liable to Employee for anything on account of any reason
whatsoever.
5. Employee agrees to keep this Agreement and its terms and
conditions
confidential, and agrees not to disclose or discuss the fact of
or the contents,
terms, or conditions of this Agreement except to his respective
attorneys,
accountants and members of his immediate family.
6. Employee agrees to cooperate with and to respond promptly
to
Employer's reasonable requests for information relating to
Employer's job duties
with Employee.
7. Employee agrees to refrain from disclosing to anyone any
proprietary
or confidential information of Employer, including without
limitation that
confidential information defined in any policy or agreement
signed by him about
or relating to Employer, its past and present parents,
subsidiaries, divisions
and related and affiliated organizations, and their respective
past and present
employees, clients, visitors, and business operations. Employee
acknowledges and
agrees that his obligations under the terms and conditions of
any such policies
or agreements are and will remain in full force and effect after
the termination
of his employment.
8. Employee shall return any and all property of Employer,
including
but not limited to any of Employer's electronic equipment,
letters, memoranda,
records, reports, notes, notebooks, books of account, data,
drawings, prints,
plans, specifications, formulae and correspondence or copies of
the same
(including any electronically stored copies), information or
property in his
possession or control about or relating to Employer, its past
and present
parents, subsidiaries, divisions and
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