<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission
on April 29, 1997.
Registration No. 33-_____
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_____________________________________________
WSFS FINANCIAL CORPORATION
- ---------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 22-2866913
- ---------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
838 Market Street
Wilmington, Delaware 19899
(302) 792-6000
- -----------------------------------------------------------------
(Address of Principal Executive Offices)
WSFS Financial Corporation
1997 Stock Option Plan
- -----------------------------------------------------------------
(Full Title of the Plan)
<TABLE>
<CAPTION>
<S> <C> <C>
Marvin N. Schoenhals, President with copies to James C. Stewart, Esquire
WSFS Financial Corporation Daniel L. Hogans, Esquire
838 Market Street Housley Kantarian & Bronstein, P.C.
Wilmington, Delaware 19899 1220 19th Street N.W., Suite 700
- --------------------------------- Washington, D.C. 20036
(Name and Address of Agent For Service)
</TABLE>
(302) 792-6000
- ----------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be registered registered Per Share Price Fee
- ------------------------------------------------------------------------------------
Common Stock,
$1.00 par value 625,000 (1) $ (2) $7,267,625 (2) $2,202.31
=====================================================================================
<FN>
(1) Maximum number of shares issuable under the WSFS Financial Corporation
1997 Stock Option Plan, as such amount may be increased in accordance with
said plan in the event of a merger, consolidation, recapitalization or
similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
based upon the price at which the options may be exercised. 625,000
shares are being registered hereby, of which 16,000 are under option at a
weighted average exercise price of $11.75 per share ($188,000 in the
aggregate). The remainder of such shares, which are not presently subject
to option (609,000 shares), are being registered based upon the average of
the high and low selling prices of the common stock of the Registrant as
reported on the Nasdaq National Market on April 22, 1997 of $11.625 per
share ($7,079,625 in the aggregate). Therefore, the total amount of the
offering being registered herein is $7,267,625.
</FN>
/TABLE
<PAGE>
<PAGE> PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*
*Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the WSFS Financial Corporation 1997 Stock Option Plan (the
"Plan") in accordance with Rule 428(b)(1). In accordance with
Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements filed under Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
WSFS Financial Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission. Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site
is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, as filed with the Commission on
March 28, 1997 (Commission File No. 0-16668).
(b) The description of the Company's securities contained
in its Registration Statement on Form 8-A as filed with the
Commission on July 7, 1989 (Commission File No. 0-16668).
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(a), 13(c), 14, AND 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides for
indemnification of officers and directors of the Company to the
extent permissible under Delaware General Corporation Law.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity to directors and officers of the corporation, when
made, or threatened to be made, parties to certain proceedings by
reason of such status with the corporation, against judgments,
fines, settlements and expenses, including attorney's fees. In
<PAGE>
addition, under certain circumstances such persons may be
indemnified against expenses actually and reasonably incurred in
defense of a proceeding by or on behalf of the corporation.
Similarly, the corporation, under certain circumstances, is
authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the
request of the corporation, when such persons are made, or
threatened to be made, parties to certain proceedings by reason
of such status, against judgments, fines, settlements and
expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where
such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate; (iii) with respect to a criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; and (iv)
was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct. Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation
in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay
such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation against such
expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, <PAGE>
<PAGE>
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of this
chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
<PAGE>
<PAGE>
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Wilmington, State of Delaware, on
April 24, 1997.
WSFS FINANCIAL CORPORATION
By:/s/ Marvin N. Schoenhals
------------------------------
Marvin N. Schoenhals
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of WSFS Financial Corporation,
hereby severally constitute and appoint Marvin N. Schoenhals,
with full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said Marvin N. Schoenhals may deem
necessary or advisable to enable Marvin N. Schoenhals to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the registration on Form S-8 of
WSFS Financial Corporation common stock that may be awarded
pursuant to the WSFS Financial Corporation 1997 Stock Option
Plan, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated
below, the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby
ratify and confirm all that said Marvin N. Schoenhals shall do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ----------- ----- -----
<S> <C> <C>
/s/ Marvin N. Schoenhals Chairman, President, Chief April 24, 1997
- -------------------------- Executive Officer
Marvin N. Schoenhals (Chief Executive Officer)
/s/ R. William Abbott Executive Vice President and April 24, 1997
- -------------------------- Chief Financial Officer
R. William Abbott (Chief Financial and Accounting Officer)
/s/ Charles G. Cheleden Vice Chairman and Director April 24, 1997
- --------------------------
Charles G. Cheleden
/s/ Joseph R. Julian Director April 24, 1997
- --------------------------
Joseph R. Julian
/s/ David E. Hollowell Director April 24, 1997
- --------------------------
David E. Hollowell
/s/ Thomas P. Preston Director April 24, 1997
- --------------------------
Thomas P. Preston
Director April __, 1997
- --------------------------
Michele M. Rollins
Director April __, 1997
- -------------------------
Claibourne D. Smith
/s/ R. Ted Weschler Director April 24, 1997
- --------------------------
R. Ted Weschler
__________________________ Director April __, 1997
Dale E. Wolf
</TABLE> <PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the legality of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Independent Certified Public Accountants
99.1 WSFS Financial Corporation 1997 Stock Option Plan
99.2 Form of Stock Option Agreement to be entered into
with Optionees with respect to Incentive Stock
Options granted under the WSFS Financial Corporation
1997 Stock Option Plan
99.3 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive Stock
Options granted under the WSFS Financial Corporation
1997 Stock Option Plan
99.4 Form of Agreement to be entered into with Optionees
with respect to Stock Appreciation Rights granted
under the WSFS Financial Corporation 1997 Stock
Option Plan
99.5 Form of Notice of Phantom Stock Award
April 29, 1997
Board of Directors
WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19899
Re: Registration Statement on Form S-8
---------------------------------------------------
WSFS Financial Corporation 1997 Stock Option Plan
Ladies and Gentlemen:
We have acted as special counsel to WSFS Financial
Corporation, a Delaware corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933,
as amended, relating to 625,000 shares of common stock, par value
$.01 per share (the "Common Stock") of the Company which may be
issued pursuant to the WSFS Financial Corporation 1997 Stock
Option Plan (the "Plan"), all as more fully described in the
Registration Statement. You have requested the opinion of this
firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock, when
issued pursuant to and in accordance with the terms of the Plan,
will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal Opinion"
in the Prospectus which is part of the Registration Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ James C. Stewart
-------------------------
James C. Stewart
The Board of Directors
WSFS Financial Corporation:
We consent to the use of our report incorporated by reference and
to the reference to our firm under the heading "Experts" in the
Registration Statement/Prospectus.
/s/ KPMG PEAT MARWICK LLP
- --------------------------
KPMG Peat Marwick LLP
Philadelphia, PA
April 29, 1997
<PAGE>
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the
Company through providing select key Employees and Directors of
the Bank, the Company, and their Affiliates with the opportunity
to acquire Shares. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to
provide additional incentives to Directors and key Employees of
the Company or any Affiliate to promote the success of the busi-
ness.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Account" shall mean a bookkeeping account
maintained by the Company in the name of a Participant who has
received an Award of Phantom Stock.
(b) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(c) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(d) "Awards" shall mean, collectively, Options, SARs,
and Phantom Stock unless the context clearly indicates a
different meaning.
(e) "Bank" shall mean Wilmington Savings Fund Society,
Federal Savings Bank.
(f) "Board" shall mean the Board of Directors of the
Company.
(g) "Change in Control" shall mean any one of the
following events: (i) the acquisition of ownership, holding or
power to vote more than 25% of the voting stock of the Bank or
the Company; (ii) the acquisition of the ability to control the
election of a majority of the Bank's or the Company's directors;
(iii) the acquisition of a controlling influence over the
management or policies of the Bank or of the Company by any
person or by persons acting as a "group" (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934); or (iv)
during any period of two consecutive years, individuals (the
"Continuing Directors") who at the beginning of such period
constitute the Board of Directors of the Bank or of the Company
(the "Existing Board") cease for any reason to constitute at
least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing
Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a
Continuing Director. Notwithstanding the foregoing, the
Company's ownership of the Bank shall not of itself constitute a
Change in Control for purposes of the Agreement. For purposes of
this paragraph only, the term "person" refers to an individual or
a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein.
(h) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(i) "Committee" shall mean either the Personnel and
Compensation Committee appointed by the Board in accordance with
Paragraph 5(a) hereof, or the Board itself (which may act, at any
time and from time to time, in lieu of the Personnel and
Compensation Committee).
(j) "Common Stock" shall mean the common stock, $.01
par value, of the Company.
<PAGE>
(k) "Company" shall mean WSFS Financial Corporation or
any successor thereto.
(l) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or Director
of the Company or an Affiliate. Continuous Service shall not be
considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Company, in the
case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case
of a Director's performance of services in an emeritus or
advisory capacity.
(m) "Director" shall mean any member of the Board, and
any member of the board of directors of any Affiliate that the
Board has by resolution designated as being eligible for
participation in this Plan.
(n) "Disability" shall mean a physical or mental
condition, which in the sole and absolute discretion of the
Committee, is reasonably expected to be of indefinite duration
and to substantially prevent a Participant from fulfilling his or
her duties or responsibilities to the Company or an Affiliate.
(o) "Effective Date" shall mean the date specified in
Paragraph 15 hereof.
(p) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.
(q) "Exercise Price" shall mean the price per Optioned
Share at which an Option or SAR may be exercised.
(r) "ISO" shall mean an option to purchase Common
Stock which meets the requirements set forth in the Plan, and
which is intended to be and is identified as an "incentive stock
option" within the meaning of Section 422 of the Code.
(s) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
(t) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(u) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.
(v) "Option" means an ISO and/or a Non-ISO.
(w) "Optioned Shares" shall mean Shares subject to an
Award granted pursuant to this Plan.
(x) "Participant" shall mean any person who receives
an Award pursuant to the Plan.
(y) "Phantom Stock" shall mean an award pursuant to
Paragraph 10 hereof.
(z) "Plan" shall mean the WSFS Financial Corporation
1997 Stock Option Plan.
(aa) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(bb) "Share" shall mean one share of Common Stock.
(cc) "SAR" (or "Stock Appreciation Right") means a
right to receive the appreciation in value, or a portion of the
appreciation in value, of a specified number of shares of Common
Stock.
-2-<PAGE>
<PAGE>
(dd) "Year of Service" shall mean a full twelve-month
period, measured from the date of an Award and each annual
anniversary of that date, during which a Participant has not
terminated Continuous Service for any reason.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in
effect for a term of ten years from the Effective Date, unless
sooner terminated pursuant to Paragraph 17 hereof. No Award
shall be granted under the Plan after ten years from the Effec-
tive Date.
(b) Term of Awards. The term of each Award granted
under the Plan shall be established by the Committee, but shall
not exceed ten (10) years; provided, however, that in the case of
an Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term
of such ISO shall not exceed five years.
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required under
Paragraph 12 hereof, the aggregate number of Shares deliverable
pursuant to Awards shall not exceed 625,000 Shares. Such Shares
may either be authorized but unissued Shares, Shares held in
treasury, or Shares held in a grantor trust created by the
Company. If an Award should expire, become unexercisable, or be
forfeited for any reason without having resulted in the issuance
of Shares, the Shares subject to the Award shall, unless the Plan
has been terminated, become available for the grant of additional
Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with
respect to which an SAR is granted, but not the number of Shares
which the Company delivers or could deliver to an Employee or
individual upon exercise of an SAR, shall be charged against the
aggregate number of Shares remaining available under the Plan;
provided, however, that in the case of an SAR granted in
conjunction with an Option, under circumstances in which the
exercise of the SAR results in termination of the Option and vice
versa, only the number of Shares subject to the Option shall be
charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to
which option rights have terminated by reason of the exercise of
a related SAR, as provided in Paragraph 9 hereof, shall not be
available for the grant of further Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less
than two (2) members of the Board who are Non-Employee Directors.
Members of the Committee shall serve at the pleasure of the
Board. In the absence at any time of a duly appointed Committee,
the Plan shall be administered by the Board.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Awards, (ii) to
determine the form and content of Awards to be issued in the form
of Agreements under the Plan, (iii) to interpret the Plan, (iv)
to prescribe, amend and rescind rules and regulations relating to
the Plan, and (v) to make other determinations necessary or
advisable for the administration of the Plan. The Committee
shall have and may exercise such other power and authority as may
be delegated to it by the Board from time to time. A majority of
the entire Committee shall constitute a quorum and the action of
a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of
the Committee without a meeting, shall be deemed the action of
the Committee.
-3-<PAGE>
<PAGE>
(c) Agreement. Each Award shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a binding
contract between the Company and the Participant, and every
Participant, upon acceptance of such Agreement, shall be bound by
the terms and restrictions of the Plan and of such Agreement.
The terms of each such Agreement shall be in accordance with the
Plan, but each Agreement may include such additional provisions
and restrictions determined by the Committee, in its discretion,
provided that such additional provisions and restrictions are not
inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise
Price of an Option or SAR, (ii) the number of Shares subject to
the Award, and its expiration date, (iii) the manner, time, and
rate (cumulative or otherwise) of exercise or vesting of such
Award, and (iv) the restrictions, if any, to be placed upon such
Award, or upon Shares which may be issued upon exercise of such
Award. The Chairman of the Committee and such other Directors
and officers as shall be designated by the Committee are hereby
authorized to execute Agreements on behalf of the Company and to
cause them to be delivered to the recipients of Awards.
(d) Effect of the Committee's Decisions. All deci-
sions, determinations and interpretations of the Committee shall
be final and conclusive on all persons affected thereby.
(e) Indemnification. In addition to such other rights
of indemnification as they may have, the members of the Committee
shall be indemnified by the Company in connection with any claim,
action, suit or proceeding relating to any action taken or
failure to act under or in connection with the Plan or any Award,
granted hereunder to the full extent provided for under the
Company's governing instruments with respect to the
indemnification of Directors.
6. ELIGIBILITY FOR AWARDS.
(a) General Rule. The Committee may make Awards only
to key Employees of the Company, the Bank, or an Affiliate. Only
the Board may make Awards to Non-Employee Directors.
(b) Special Rule for Phantom Stock. A Phantom Stock
Award shall be null and void retroactive to its grant date if the
recipient is an Employee who is not one of a "select group of
management or highly compensated employees" within the meaning of
the Employee Retirement Income Security Act as amended.
(c) Special Rules for ISOs. The aggregate Market
Value, as of the date the Option is granted, of the Shares with
respect to which ISOs are exercisable for the first time by an
Employee during any calendar year (under all incentive stock
option plans, as defined in Section 422 of the Code, of the
Company or any present or future Affiliate of the Company) shall
not exceed $100,000. Notwithstanding the foregoing, the
Committee may grant Options in excess of the foregoing
limitations, in which case Options granted in excess of such
limitation shall be Non-ISOs.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise
Price as to any particular Option shall not be less than 100% of
the Market Value of the Optioned Shares on the date of grant. In
the case of an Employee who owns Shares representing more than
10% of the Company's outstanding Shares of Common Stock at the
time an ISO is granted, the Exercise Price shall not be less than
110% of the Market Value of the Optioned Shares at the time the
ISO is granted.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities exchange
(including the Nasdaq National Market) on the date in question,
then the Market Value per Share shall be the average of the
highest and lowest selling price on such exchange on such date,
-4-<PAGE>
<PAGE>
or if there were no sales on such date, then the Exercise Price
shall be the mean between the bid and asked price on such date.
If the Common Stock is traded otherwise than on a national
securities exchange on the date in question, then the Market
Value per Share shall be the mean between the bid and asked price
on such date, or, if there is no bid and asked price on such
date, then on the next prior business day on which there was a
bid and asked price. If no such bid and asked price is
available, then the Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and
absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. The Committee shall specify in each
Agreement the period of years over which the underlying Option
shall become exercisable, provided that such vesting shall occur
no more rapidly than with respect to twenty percent (20%) of the
Optioned Shares upon the Participant's completion of each of five
Years of Service. Notwithstanding the foregoing, an Option shall
become fully (100%) exercisable immediately upon termination of
the Participant's Continuous Service due to Disability or death.
(b) Procedure for Exercise. A Participant may
exercise Options, subject to provisions relative to its
termination and limitations on its exercise, only by (1) written
notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company
(contemporaneously with delivery of such notice) in cash, in
Common Stock, or a combination of cash and Common Stock, of the
amount of the Exercise Price for the number of Shares with
respect to which the Option is then being exercised. Each such
notice (and payment where required) shall be delivered, or mailed
by prepaid registered or certified mail, addressed to the Chief
Financial Officer of the Company at its executive offices.
Common Stock utilized in full or partial payment of the Exercise
Price for Options shall be valued at its Market Value at the date
of exercise, and may consist of Shares subject to the Option
being exercised. An Option may not be exercised for a fractional
Share.
(c) Timing of Exercise. Any election by a Participant
to exercise Options shall be made during the period beginning on
the third business day following the release for publication of
quarterly or annual financial information and ending on the 12th
business day following such date. This condition shall be deemed
to be satisfied when the specified financial data is first made
publicly available.
(d) Period of Exercisability. Except to the extent
otherwise provided in the terms of an Agreement, an Option may be
exercised by a Participant only while he has maintained
Continuous Service from the date of the grant of the Option, or
within 30 days after termination of such Continuous Service (but
not later than the date on which the Option would otherwise
expire), except if the Participant's Continuous Service
terminates by reason of --
(1) "Just Cause" which for purposes hereof shall
have the meaning set forth in any unexpired employment or
severance agreement between the Participant and the Bank and/or
the Company (and, in the absence of any such agreement, shall
mean termination because of the Participant's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final
cease-and-desist order), then the Participant's rights to
exercise such Option shall expire on the date of such
termination;
(2) death, then to the extent that the
Participant would have been entitled to exercise the Option upon
to his death, such Option of the deceased Participant may be
exercised within two years from the date of his death (but not
later than the date on which the Option would otherwise expire)
-5-<PAGE>
<PAGE>
by the personal representatives of his estate or person or
persons to whom his rights under such Option shall have passed by
will or by laws of descent and distribution;
(3) Disability, then to the extent that the
Participant would have been entitled to exercise the Option
immediately prior to his or her Disability, such Option may be
exercised within one year from the date of termination of
employment due to Disability, but not later than the date on
which the Option would otherwise expire.
(e) Effect of the Committee's Decisions. The
Committee's determination whether a Participant's Continuous
Service has ceased, and the effective date thereof, shall be
final and conclusive on all persons affected thereby.
9. SARS (STOCK APPRECIATION RIGHTS)
(a) Granting of SARs. In its sole discretion, the
Committee may from time to time grant SARs either in conjunction
with, or independently of, any Options granted under the Plan.
An SAR granted in conjunction with an Option may be an
alternative right wherein the exercise of the Option terminates
the SAR to the extent of the number of Shares purchased upon
exercise of the Option and, correspondingly, the exercise of the
SAR terminates the Option to the extent of the number of Shares
with respect to which the SAR is exercised. Alternatively, an
SAR granted in conjunction with an Option may be an additional
right wherein both the SAR and the Option may be exercised. An
SAR may not be granted in conjunction with an ISO under
circumstances in which the exercise of the SAR affects the right
to exercise the ISO or vice versa, unless the SAR, by its terms,
meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the
difference between the Exercise Price of
the ISO and the Market Value per Share of the
Shares subject to the ISO at the time the SAR
is exercised;
(3) The SAR is transferable only when the ISO is
transferable, and under the same conditions;
(4) The SAR may be exercised only when the ISO
may be exercised; and
(5) The SAR may be exercised only when the Market
Value of the Shares subject to the ISO
exceeds the aggregate Exercise Price of the
Shares subject to the ISO.
(b) Exercise Price. The Exercise Price as to any
particular SAR shall not be less than the Market Value per Share
of the Optioned Shares on the date of grant.
(c) Exercise of SARs. The provisions of Paragraph
8(c) hereof regarding the period of exercisability of Options are
incorporated by reference herein, and shall determine the period
of exercisability of SARs. An SAR granted hereunder shall be
exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Agreement
granted to a Participant, provided that an SAR may not be
exercised for a fractional Share. Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the
Company except for applicable withholding taxes, an amount equal
to the excess of (or, in the discretion of the Committee if
provided in the Agreement, a portion of) the then aggregate
Market Value of the number of Optioned Shares with respect to
which the Participant exercises the SAR, over the aggregate
Exercise Price of such number of Optioned Shares. This amount
shall be payable by the Company, in the discretion of the
Committee, in cash or in Shares valued at the then Market Value
thereof, or any combination thereof.
-6-<PAGE>
<PAGE>
(d) Timing of Exercise. Any election by a Participant
to exercise SARs shall be made during the period beginning on the
third business day following the release for publication of
quarterly or annual financial information and ending on the 12th
business day following such date. This condition shall be deemed
to be satisfied when the specified financial data is first made
publicly available.
(e) Procedure for Exercising SARs. To the extent not
inconsistent herewith, the provisions of Paragraph 8(b) hereof as
to the procedure for exercising Options are incorporated by
reference, and shall determine the procedure for exercising SARs.
10. PHANTOM STOCK AWARDS.
Any Phantom Stock Awards that the Committee may grant shall
be subject to the following terms and conditions, and to such
other terms and conditions as are either applicable generally to
Awards, or are prescribed by the Committee in an Agreement with
the Participant.
(a) Awards Generally. With respect to each Phantom
Stock Award, the Company shall establish an Account in the
Participant's name, and shall credit that Account with the number
of Shares specified in the Agreement effecting the Award.
(b) Vesting Restrictions. At any time, the Committee
may at its discretion impose a restriction period for the Phantom
Stock (the "Restriction Period"). The Restriction Period may
differ among Participants and may have different expiration dates
with respect to Shares covered by the Award. The Committee shall
determine the restrictions applicable to the award of Phantom
Stock, including, but not limited to, requirements of Continuous
Service for a specified term, or the attainment of specific
corporate, divisional or individual performance standards or
goals, which restrictions may differ with respect to each
Participant. The Agreement shall provide for forfeiture of
Shares covered thereby if the specified restrictions are not met
during the Restriction Period, and may provide for early
termination of any Restriction Period in the event of
satisfaction of the specified restrictions prior to expiration of
the Restricted Period.
(c) Acceleration of Vesting. Phantom Stock shall vest
automatically in the Participant in the event of his death, or
Disability prior to the expiration of the Restriction Period or
the satisfaction of the restrictions applicable to an award of
Phantom Stock. Notwithstanding the Restriction Period and the
restrictions imposed on the Phantom Stock, as set forth in any
Agreement, the Committee may shorten the Restriction Period or
waive any restrictions, if the Committee concludes that it is in
the best interests of the Company to do so.
(d) Payment of Awards. As soon as practicable after
termination of a Participant's Continuous Service, the
Participant shall receive the vested portion of his Account. The
Company shall make such payment in cash, and in a lump sum unless
the Participant has elected, more than six months before first
becoming vested in any portion of the Phantom Stock Award, to
receive all or part of his vested Account -- (i) in substantially
equal annual installments over a period of up to five years,
beginning with the year in which the Participant's Continuous
Service ends, and/or (ii) in unrestricted whole Shares, with cash
paid in lieu of fractional shares, provided that the Committee
shall at all times have the discretion to make payments in cash
regardless of the Participant's election.
(e) Forfeiture of Stock. Each Agreement shall provide
for forfeiture of any Phantom Stock which is not vested in the
Participant or for which the restrictions have not been satisfied
during the Restriction Period.
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<PAGE>
11. CHANGE OF CONTROL.
The provisions of any Award which provides for its exercise
or vesting in installments shall immediately and permanently
lapse on the date of a Change in Control. Consequently, all
Options, SARs, and Phantom Stock Awards shall become immediately
exercisable and fully vested on the date of the Change in
Control. With respect to Options, at the time of a Change in
Control, the Participant shall, at the discretion of the
Committee, be entitled to receive cash in an amount equal to the
excess of the Market Value of the Common Stock subject to such
Option over the Exercise Price of such Shares, in exchange for
the cancellation of such Options by the Participant.
12. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number
and kind of Shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Awards, and the
Exercise Price thereof, shall be proportionately adjusted for any
increase, decrease, change or exchange of Shares for a different
number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number or
kind of shares is changed without the receipt or payment of
consideration by the Company.
(b) Transactions in which the Company is Not the
Surviving Entity. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in
which the Company is not the surviving entity, or (iii) the sale
or disposition of all or substantially all of the Company's
assets (any of the foregoing to be referred to herein as a
"Transaction"), all outstanding Awards, together with the
Exercise Prices thereof, shall be equitably adjusted for any
change or exchange of Shares for a different number or kind of
shares or other securities which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made
pursuant to subparagraphs (a) or (b)(1) hereof shall be made in
such a manner as not to constitute a modification, within the
meaning of Section 424(h) of the Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in
this Paragraph 12, the issuance by the Company or an Affiliate of
Shares of stock of any class, or of securities convertible into
Shares or stock of another class, for cash or property or for
labor or services either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, shall not affect, and
no adjustment shall be made with respect to, the number, class,
or Exercise Price of Shares then subject to Awards or reserved
for issuance under the Plan.
(f) Certain Special Dividends. The Exercise Price of
Shares subject to outstanding Awards shall be proportionately
adjusted upon the payment of a special large and nonrecurring
dividend that has the effect of a return of capital to the
stockholders.
13. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by
the laws of descent and distribution. Notwithstanding the
foregoing, or any other provision of this Plan, a Participant who
holds Awards may transfer such Awards (but not ISOs) to his or
-8-<PAGE>
<PAGE>
her spouse, lineal ascendants, lineal descendants, or to a duly
established trust for the benefit of one or more of these
individuals. Awards so transferred may thereafter be transferred
only to the Participant who originally received the grant or to
an individual or trust to whom the Participant could have
initially transferred the Awards pursuant to this Paragraph 13.
Awards which are transferred pursuant to this Paragraph 13 shall
be exercisable by the transferee according to the same terms and
conditions as applied to the Participant.
14. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be
the date on which the Committee makes the determination of
granting such Award. Notice of the determination shall be given
to each Participant to whom an Award is so granted within a
reasonable time after the date of such grant.
15. EFFECTIVE DATE.
The Plan shall become effective immediately upon its
approval by a favorable vote of stockholders owning at least a
majority of the total votes eligible to be cast at a duly called
meeting of the Company's stockholders held in accordance with
applicable laws. Any Awards made prior to approval of the Plan by
the stockholders of the Company shall be contingent on such
approval.
16. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Award, provided no such
modification shall confer on the holder of said Award any right
or benefit which could not be conferred on him by the grant of a
new Award at such time, or impair the Award without the consent
of the holder of the Award.
17. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
Awards, suspend or terminate the Plan. No amendment, suspension
or termination of the Plan shall, without the consent of any
affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
18. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Award unless the
issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may
then be listed.
(b) Special Circumstances. The inability of the
Company to obtain approval from any regulatory body or authority
deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the
Company of any liability in respect of the non-issuance or sale
of such Shares. As a condition to the exercise of an Option or
SAR, the Company may require the person exercising the Option or
SAR to make such representations and warranties as may be
necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have
the discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
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<PAGE>
19. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
20. WITHHOLDING TAX.
The Company's obligation to deliver cash or Shares upon
vesting of Phantom Stock or upon exercise of Options and/or SARs
shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations. Each Participant may satisfy the
obligation, in whole or in part, by irrevocably electing to have
the Company withhold Shares, or to deliver to the Company Shares
that he already owns, having a value equal to the amount required
to be withheld. The value of the Shares to be withheld, or
delivered to the Company, shall be based on the Market Value of
the Shares on the date the amount of tax to be withheld is to be
determined. As an alternative, the Company may retain, or sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
21. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to
participate or participation in the Plan create or be deemed to
create any legal or equitable right of the Employee, Director, or
any other party to continue service with the Company, the Bank,
or any Affiliate of such corporations. Except to the extent
provided in Paragraphs 6(b) and 9(a) hereof, no Employee or
Director shall have a right to be granted an Award or, having
received an Award, the right to again be granted an Award.
However, an Employee or Director who has been granted an Award
may, if otherwise eligible, be granted an additional Award or
Awards.
22. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board nor the
submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the
power of the Board to adopt such other incentive arrangements as
it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and
such arrangements may be either applicable generally or only in
specific cases.
23. GOVERNING LAW
The Plan shall be governed by and construed in accordance
with the laws of the State of Delaware, except to the extent that
federal law shall be deemed to apply.
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STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
STOCK OPTION for a total of __________shares of Common
Stock, par value $.01 per share, of WSFS Financial Corporation
(the "Company"), which Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), is hereby granted to
________________(the "Optionee") at the price set forth herein,
and in all respects subject to the terms, definitions and
provisions of the WSFS Financial Corporation 1997 Stock Option
Plan (the "Plan") which was adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $_______ for each
share, being 100% */ of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercises of Option. This Option shall be exercisable in
accordance with provisions of the Plan.
(i) Schedule of rights to exercise. The Committee will
specify in each agreement the period of years over which the
underlying Option will become exercisable, provided that such
vesting will occur no more rapidly than according to the
following schedule:
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which
After Date of Grant of Option May Be Exercised
- ------------------------------ ---------------------------
Upon Grant 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
_______________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
<PAGE>
<PAGE>
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the person
in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered, his address and
Social Security Number (or if more than one, the names, addresses
and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.
<PAGE>
<PAGE>
5. Term of Option. This Option may not be exercisable for
more than ten **/ years from the date of grant of this Option, as
stated below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
By _____________________________
___________________
Date of Grant Attest:______________________ (Seal)
OPTIONEE
_____________________________
________________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.
<PAGE>
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
WSFS FINANCIAL CORPORATION 1997 STOCK OPTION PLAN
_______________
Date
Treasurer
WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19899
Re: WSFS Financial Corporation 1997 Stock Option Plan
-------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase ________ shares, par value $.01, of Common
Stock of WSFS Financial Corporation under and pursuant to a
Stock Option Agreement dated ______, 199___.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_______ of cash or check
_______ shares of Common Stock, valued at
at $____ per share
$ TOTAL
=======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________________
<PAGE>
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
WSFS FINANCIAL CORPORATION 1997 STOCK OPTION PLAN
STOCK OPTION for a total of ___________ shares of Common
Stock, par value $.01 per share, of WSFS Financial Corporation
(the "Company") is hereby granted to ____________ (the
"Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the WSFS
Financial Corporation 1997 Stock Option Plan (the "Plan") which
has been adopted by the Company and which is incorporated by
reference herein, receipt of which is hereby acknowledged. Such
Options do not comply with Options granted under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
1. Option Price. The option price is $____________ for
each share, being 100% of the fair market value, as determined by
the Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be exercisable in
accordance with provisions of the Plan.
(i) Schedule of rights to exercise. The Committee will
specify in each agreement the period of years over which the
underlying Option will become exercisable, provided that such
vesting will occur no more rapidly than according to the
following schedule:
Percentage of Total Shares
Years of Continuous Employment Subject to Option Which
After Date of Grant of Option May Be Exercised
- ------------------------------ ---------------------------
Upon Grant 0%
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
<PAGE>
<PAGE>
(ii) Method of Exercise. This Option shall be exercisable
by a written notice which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, the person
in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered, his address and
Social Security Number (or if more than one, the names, addresses
and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to
the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee. Notwithstanding any other terms of this
agreement, this Option may be transferred to the Optionee's
spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that such transferee shall be
permitted to exercise this Option subject to the same terms and
conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for
more than ten years from the date of grant of this Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
By _____________________________
___________________
Date of Grant Attest:______________________ (Seal)
OPTIONEE
_____________________________<PAGE>
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
_________________
Date
Treasurer
WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19899
Re: WSFS Financial Corporation 1997 Stock Option Plan
-------------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase __________ shares, par value $.01, of Common
Stock of WSFS Financial Corporation under and pursuant to a
Stock Option Agreement dated _______________, 199___.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_______ of cash or check
_______ shares of Common Stock, valued at
at $____ per share
$ TOTAL
=======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name __________________________________________________________
Address _______________________________________________________
Social Security Number ________________________________________
Very truly yours,
_____________________________
<PAGE>
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option
Committee of WSFS Financial Corporation (the "Company") hereby
grants to ________________ (the "Optionee") a total of _______
Stock Appreciation Rights (SARs), subject to the terms and
conditions set forth in the WSFS Financial Corporation 1997 Stock
Option Plan (the "Plan") (a copy of which is available to the
Optionee upon request). The terms and conditions of the Plan are
incorporated herein by reference.
(a) The exercise price is $____ for each share, such price
being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
(b) The SAR shall be exercisable to the extent permitted in
the Plan.
(c) The SAR shall be accepted for surrender by the Optionee
in consideration for the payment by the Company of an amount
equal to the excess of the fair market value on the date of
exercise of the Shares of Common Stock subject to such SAR over
the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common
Stock or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance with
Section 13 of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8 and 9 of the Plan, and only when there is a positive
spread, i.e., when the market price of the Common Stock subject
to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict between
this Agreement and the Plan, the Plan shall be controlling and
supercede any conflicting or inconsistent provision of the
Agreement.
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
By: _____________________________
Date of Grant: ATTEST:
________________ _________________________________
OPTIONEE
_________________________________
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
NOTICE OF PHANTOM STOCK AWARD
-----------------------------
WHEREAS, the Board of Directors of WSFS Financial
Corporation (the "Company") has previously adopted the WSFS
Financial Corporation 1997 Stock Option Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has
previously appointed the members of the 1997 Stock Option Plan
Committee (the "Committee") pursuant to the terms of the Plan;
and
WHEREAS, pursuant to Section 10 of the Plan, the Committee
has determined to make the phantom stock award referenced below.
PLEASE TAKE NOTICE, that _________________________ is hereby
granted an award of ____________ phantom shares under the Plan
(the "Phantom Stock Award"), effective ___________ ___, 19__,
provided that such award shall vest in accordance with the
schedule, and subject to the restrictions, limitations, and
requirements imposed by the Committee pursuant to the appendix
attached to this Notice of Phantom Stock Award.
AND BE IT FURTHER RESOLVED, that the Phantom Stock Award
specified herein shall be subject to the restrictions and other
provisions of Section 10 of the Plan.
Date of Notice:
_____________, 199__
WSFS FINANCIAL CORPORATION
1997 STOCK OPTION PLAN COMMITTEE
By: _________________________
Its Chairman
