<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WSFS FINANCIAL CORPORATION
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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<PAGE>
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
March 21, 1997
Dear Stockholder:
I am pleased to invite you to attend the Annual Meeting of Stockholders
of WSFS Financial Corporation (the "Company"), to be held at Arsht Hall,
University of Delaware, Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington,
Delaware on Thursday, April 24, 1997 at 4:00 p.m. At this meeting, stockholders
will be asked to consider proposals to elect directors and to adopt the 1997
Stock Option Plan.
Your vote is important regardless of how many shares of Company stock
you own. If you hold stock in more than one account or name, you will receive a
proxy card for each account. Please sign and return each card since each
represents a separate number of shares. Postage paid envelopes are provided for
your convenience.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ Marvin N. Schoenhals
------------------------------------------------
Marvin N. Schoenhals
Chairman, President and Chief Executive Officer
<PAGE>
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 24, 1997
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of WSFS
Financial Corporation (the "Company") will be held at Arsht Hall, University of
Delaware, Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington, Delaware, on
Thursday, April 24, 1997, at 4:00 p.m., for the purpose of considering and
acting upon the following:
1. Election of three directors for terms of three years each.
2. Adoption of the 1997 Stock Option Plan.
3. Such other matters as may properly come before the meeting or
any adjournment thereof.
Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified above or any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. The Board of
Directors has fixed the close of business on March 11, 1997, as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
A complete list of stockholders entitled to vote at the Annual Meeting
will be open for examination by any stockholder for any purpose germane to the
Annual Meeting during ordinary business hours at the Company's main office
during the ten days prior to the Annual Meeting.
You are requested to fill in and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting.
By Order of the Board of Directors,
/s/ R. William Abbott
-----------------------------------------
R. William Abbott
Executive Vice President, Chief Financial
Officer, Treasurer & Secretary
March 21, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE>
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
PROXY STATEMENT
Annual Meeting of Stockholders to be Held on April 24, 1997
This Proxy Statement and the accompanying proxy card are being
furnished to stockholders of WSFS Financial Corporation (the "Company") by the
Board of Directors in connection with the solicitation of proxies for use at the
Annual Meeting of Stockholders of the Company to be held on April 24, 1997, and
at any adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 21, 1997.
VOTING AND REVOCABILITY OF PROXIES
Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the nominees for directors as set forth
below and FOR the adoption of the 1997 Stock Option Plan. The proxy confers
discretionary authority on the persons named therein to vote with respect to the
election of any person as a director where the nominee is unable to serve or for
good cause will not serve, and with respect to matters incident to the conduct
of the Annual Meeting. If any other business is presented at the Annual Meeting,
proxies will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies marked as
abstentions will not be counted as votes cast. In addition, shares held in
street name which have been designated by brokers on proxy cards as not voted
will not be counted as votes cast. Proxies marked as abstentions or as broker no
votes will be treated as shares present for purposes of determining whether a
quorum is present.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and any adjournments or postponements
thereof. Proxies may be revoked by written notice to the Secretary of the
Company at the address above or by the filing of a later dated proxy prior to a
vote being taken on the proposal at the Annual Meeting. A proxy will not be
voted if a stockholder attends the Annual Meeting and votes in person. The
presence of a stockholder at the Annual Meeting will not revoke such
stockholder's proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, $.01 par value per share (the "Common Stock"). The close
of business on March 11, 1997 has been fixed as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). As of the Record Date, the Company had outstanding
12,529,639 shares of Common Stock, the holders of which are entitled to one vote
for each share of Common Stock held except in elections of directors, in which
holders have cumulative voting rights.
<PAGE>
Stock Ownership of Certain Beneficial Owners
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports with respect to such ownership
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The following table sets forth, as of the Record Date, certain
information as to those persons who have filed the reports required of persons
beneficially owning more than 5% of the Common Stock or who were known to the
Company to beneficially own more than 5% of the Company's Common Stock
outstanding at the Record Date.
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class
- ---- ----------------- --------
John W. Rollins, Sr. (2) 2,060,143 shares 16.44%
Isocrates Limited (3) 740,742 shares 5.91
- ------------------
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
to be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has or shares voting or investment power with
respect to such Common Stock or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares. Except as otherwise noted, ownership is direct, and the named
individuals and group exercise sole voting power over the shares of the
Common Stock.
(2) John W. Rollins, Sr. owns 1,900,743 shares of Common Stock individually
and has sole voting and investment power with respect to these shares. The
amount shown in the table includes 159,400 shares of Common Stock owned by
his wife, Michele M. Rollins, a director of the Company, who has sole
voting and investment power with respect to these shares. Mr. and Mrs.
Rollins have entered into an agreement with the Office of Thrift
Supervision of the U.S. Department of the Treasury ("OTS") for the purpose
of rebutting the regulatory presumption that they would be in control of
the Company by virtue of their ownership of more than 10% of the Company's
outstanding stock (the "Rebuttal Agreement"). The Rebuttal Agreement
limits Mr. and Mrs. Rollins to one representative on the Board of
Directors (which representative may not be the chairman of the board or
president of the Company) and one additional representative who may attend
meetings of the board of directors but may not vote therein or function as
a director; prohibits them from engaging in intercompany transactions with
the Company or its affiliates; limits their ability to engage in proxy
solicitations; and prevents them from attempting to influence management
policies or business operations of the Company except as incident to the
performance of duties as a director. Under OTS regulations, Mr. and Mrs.
Rollins cannot take any of the foregoing actions or increase their
ownership above 25% without an additional filing with the OTS. The address
of Mr. Rollins is One Rollins Plaza, Post Office Box 1026, Wilmington,
Delaware 19899.
(3) According to the most recent amendment to the statement on Schedule 13D
filed by Isocrates Limited, all of such shares are held by Sorgente
Company Unlimited whose shares in turn are held by Isocrates Trust.
Isocrates Limited serves as the corporate trustee of Isocrates Trust. The
address of the principal office of Isocrates Limited is Craigmore
Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors is currently fixed by Board resolution at ten,
including Randall T. Murrill, Jr. who has decided not to run for re-election
after over 20 years of service. Effective at the Annual Meeting, the size of the
Board of Directors will be reduced to nine. The Board of Directors is divided
into three classes. The members of each class are elected for a term of three
years and until their successors are elected and qualified; provided that in the
event the number of directors has been increased
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during the preceding year and such new directorships have been filled by action
of the Board of Directors, the terms of those newly appointed directors expire
at the annual meeting when the class to which they have been elected expires.
Each of the current members of the Board of Directors of the Company also serves
on the Board of Directors of the Company's principal subsidiary, Wilmington
Savings Fund Society, Federal Savings Bank ("WSFS" or the "Bank"). In accordance
with the Delaware General Corporation Law, directors of the Company will be
elected by a plurality vote of the outstanding shares of Common Stock present in
person or represented by proxy at the Annual Meeting.
Pursuant to the Certificate of Incorporation, every stockholder voting
for the election of directors is entitled to cumulate his votes by multiplying
his shares times the number of directors to be elected. Each stockholder will be
entitled to cast his votes for one director or distribute his votes among any
number of the nominees being voted on at the Annual Meeting. The Board of
Directors intends to vote the proxies solicited by it equally among the three
nominees for the Board of Directors. Stockholders may not cumulate their votes
on the form of proxy solicited by the Board of Directors. In order to cumulate
votes, stockholders must attend the meeting and vote in person or make
arrangements with their own proxies. Unless otherwise specified in the proxy,
however, the right is reserved, in the sole discretion of the Board of
Directors, to distribute votes among some or all of the nominees of the Board of
Directors in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.
At the Annual Meeting, three directors will be elected for terms of
three years each and until their successors have been elected and qualified. The
Board of Directors has nominated Michele M. Rollins, Claibourne D. Smith and
David E. Hollowell, all of whom are currently directors, for election as
directors at the Annual Meeting. If any nominee is unable to serve, the shares
represented by all properly executed proxies will be voted for the election of
such substitute as the Board of Directors may recommend or the Board of
Directors may reduce the number of authorized directors to eliminate the
vacancy.
Directors and Nominees
The following table sets forth for each nominee and each director
continuing in office, his or her name, age (as of December 31, 1996), year first
elected as a director of WSFS, year of expiration of his or her current term as
a director of the Company, his or her principal occupation for the last five
years and his or her directorships in other subsidiaries of the Company and in
other companies:
3
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<TABLE>
<CAPTION>
Year First
Elected Current
Director to
Name Age of WSFS Expire Principal Occupation Directorships
- ---- --- ---------- ------ -------------------- -------------
NOMINEES FOR A TERM TO EXPIRE IN 2000
<S> <C> <C> <C> <C> <C>
Michele M. Rollins 51 1992 1997 President, Rollins Jamaica, LTD WSFS
(real estate development holding
company)
Claibourne D. Smith 58 1994 1997 Vice President - Technology and WSFS, Community Credit
Professional Development, E.I. Corporation
duPont de Nemours & Company,
Incorporated, (multinational
chemical company)
David E. Hollowell 49 1997 1997 Since 1988, Executive Vice WSFS
President, University of Delaware
DIRECTORS CONTINUING IN OFFICE
Thomas P. Preston 50 1990 1998 Partner, Duane, Morris & WSFS
Heckscher (law firm)
Marvin N. Schoenhals 49 1990 1998 Chairman of WSFS Financial WSFS, Star States Development
Corporation since 1992; President Company, WSFS Credit Corporation,
and Chief Executive Officer of 838 Investment Group, Inc.,
WSFS Financial Corporation since Community Credit Corporation,
November 1990; President and Chief Federal Home Loan Bank of
Executive Officer, Peoples Savings Pittsburgh
Bank, Monroe, Michigan from April
1988 to January 1990
R. Ted Weschler 35 1992 1998 1990-Present, Executive Officer - WSFS, Star States Development
Quad-C, Inc., a Delaware corporation Company, Isocrates Limited,
which commenced operations in 1990 Applied Video Technologies,
and acts as the general partner Deerfield Healthcare Corpora-
for several investment partnerships. tion, Wireless Cable of
Prior to 1990, Mr. Weschler worked Atlanta
at W.R. Grace & Co., as assistant
to the Vice Chairman and Chairman
Charles G. Cheleden 53 1990 1999 August 1990 to October 1992; WSFS, Star States Development
Chairman WSFS Financial Company
Corporation; October 1992 to present:
Vice Chairman of WSFS Financial
Corporation; January 1990 to present
self-employed (i) consultant to
banks and thrifts, and (ii) attorney;
April 1989 to October 1989: Vice
Chairman of EquiManagement, Inc.;
Prior to April 1989: President
Chief Executive Officer and
Chairman of the Board of Liberty
Financial Corporation and Liberty
Savings Bank
(continued on following page)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Year First
Elected Current
Director to
Name Age of WSFS Expire Principal Occupation Directorships
- ---- --- ---------- ------ -------------------- -------------
<S> <C> <C> <C> <C> <C>
Joseph R. Julian 59 1983 1999 President and Chief Executive WSFS, James Julian, Inc., Delaware
Officer, James Julian, Inc. Motor Club
(highway construction company)
Dale E. Wolf 72 1993 1999 Since 1993 - Senior International WSFS, WSFS Credit Corporation,
Consultant, Mezullo and McCandlish Harmony Products, Inc., Daynell
(law firm); 1989-1993, Lieutenant International, LLC
Governor/Governor of the State of
Delaware; Prior to 1989, Director,
Delaware Development Office; Group
Vice President, Agricultural
Products, E.I. duPont de Nemours
& Company, Incorporated (multi-
national chemical company)
</TABLE>
Stock Ownership of Management
The following table sets forth, as of the Record Date, the amount of
Common Stock beneficially owned by the Company's directors, by each executive
officer named in the Summary Compensation Table, and by all directors and
executive officers as a group:
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class (2)
- ---- ----------------- ------------
Charles G. Cheleden (3) 45,100 shares *
Joseph R. Julian (4) 59,176 shares *
Randall T. Murrill, Jr. 18,720 shares *
Thomas P. Preston (5) 3,000 shares *
Michele M. Rollins (6) 2,060,143 shares 16.44%
Marvin N. Schoenhals (7) 227,775 shares 1.82%
Claibourne D. Smith 300 shares *
R. Ted Weschler (8) 57,811 shares *
Dale E. Wolf 21,640 shares *
David E. Hollowell 3,000 shares *
R. William Abbott (9) 41,175 shares *
Patricia A. Muldoon (10) 45,473 shares *
Robin L. Williams (11) 38,163 shares *
Ralph L. Baldwin (12) 32,525 shares *
Directors and executive officers
as a group (17 persons) 2,657,675 shares 21.21%
- -----------------------
* Less than 1.0%.
(1) For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock over which he or she has or shares voting or
investment power or of which he or she has the right to acquire beneficial
ownership within 60 days of the Record Date. As used herein, "voting
power" is the power to vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition of shares. Other
than as noted below, all persons shown in the table above have sole voting
and investment power, except that the following directors and executive
officers held the following numbers of shares jointly with their
respective spouses: Mr. Cheleden, 16,500 shares; Mr. Julian, 59,176
shares; Mr. Murrill, 18,720 shares; Mr. Schoenhals, 11,970 shares; Mr.
Hollowell, 3,000 shares; and Ms. Williams, 1,200 shares.
5
<PAGE>
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding is deemed to include any shares of
the Common Stock which the individual or the group has the right to
acquire within 60 days of the Record Date.
(3) The amount shown includes 18,700 shares of Common Stock held in an
Individual Retirement Account ("IRA"), 2,200 shares of Common Stock which
are held in an IRA for Mr. Cheleden's wife, 4,000 shares of Common Stock
held as trustee of trusts for which he is one of the named beneficiaries,
800 shares held as custodian for his children and 2,900 shares of Common
Stock held as trustee of a trust of which Mr. Cheleden's children are
beneficiaries.
(4) Mr. Julian is a beneficiary (but not a trustee) of a trust which holds
117,135 shares of Common Stock not shown in this table. Mr. Julian
disclaims beneficial ownership of these shares.
(5) The amount shown includes 1,000 shares of Common Stock owned by Mr.
Preston's spouse, who holds sole voting and investment power over these
shares. Mr. Preston disclaims beneficial ownership of these shares.
(6) The amount shown includes 1,900,743 shares of Common Stock owned by Mrs.
Rollins' spouse, John W. Rollins, Sr., who has sole voting and investment
power with respect to these shares. Michele M. Rollins disclaims
beneficial ownership of these shares.
(7) The amount shown includes 23,153 shares of Common Stock held in Mr.
Schoenhals' account in the Company's 401(k) Plan and 107,405 shares of
Common Stock that may be acquired through options granted under the 1986
Stock Option Plan all of which were exercisable as of the Record Date and
also includes 5,500 shares of Common Stock held by his wife in an
Individual Retirement Account. The amount does not include 6,470 shares of
Common Stock held by his mother.
(8) The amount shown does not include 740,742 shares of Common Stock owned by
Isocrates Limited of which Mr. Weschler is a director and as to which he
disclaims ownership.
(9) Includes 11,175 shares of Common Stock held in Mr. Abbott's account in the
Company's 401(k) Plan.
(10) The amount shown includes 15,473 shares of Common Stock held in Ms.
Muldoon's account in the Company's 401(k) Plan. Also includes 30,000
shares of Common Stock that may be acquired through the exercise of
options granted under the 1986 Stock Option Plan, all of which are
exercisable as of the Record Date.
(11) Includes 19,063 shares of Common Stock held in Ms. Williams account in the
Company's 401(k) Plan. Also includes 17,900 shares of Common Stock that
may be acquired through the exercise of options granted under the 1986
Stock Option Plan, all of which are exercisable as of the Record Date.
(12) Includes 19,425 shares of Common Stock held in Mr. Baldwin's account in
the Company's 401(k) Plan. Also includes 13,100 shares of Common Stock
that may be acquired through the exercise of options granted under the
1986 Stock Option Plan, all of which are exercisable as of the Record
Date.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board and of its committees. During the year ended December 31, 1996, the Board
of Directors held 13 meetings. No directors other than Mr. Julian and Mrs.
Rollins attended fewer than 75% of the total aggregate meetings of the Board of
Directors and committees on which such Board member served during this period.
A list of the Committees of the Board of Directors and a general
description of their respective duties follows:
Executive Committee. The Executive Committee generally meets one time
each month and as needed, and exercises the powers of the Board of Directors
between meetings of the Board. The Executive Committee is presently composed of
Marvin N. Schoenhals, Chairman, Charles G. Cheleden, Joseph R. Julian, Michele
M. Rollins and R. Ted Weschler. The Executive Committee met 13 times during
1996.
Audit Committee. The Audit Committee is composed of directors who are
not officers of the Company and oversees the audit program of the Company and
subsidiaries. This Committee reviews the examination reports of federal
regulatory agencies as well as reports of the internal auditors and independent
auditors. The Committee meets with the head of the Audit Department and
representatives
6
<PAGE>
of the Company's independent auditors, with and without representatives of
management present, to review accounting and auditing matters, including an
annual review of risk analysis and the associated audit plan. The appointment of
the independent auditors is made by the Board of Directors upon the
recommendation of the Audit Committee. Present members of the Committee are
Charles G. Cheleden, Chairman, Randall T. Murrill, Jr., Thomas P. Preston and
Claibourne D. Smith. The Audit Committee meets at least quarterly and met four
times during fiscal year 1996.
Nominating Committee. The Nominating Committee consists of the entire
Board of Directors and considers candidates for nomination for election as
directors. The Committee did not meet during 1996. The Nominating Committee will
consider nominees recommended by stockholders in accordance with the procedures
set forth in the Bylaws of the Company.
Personnel and Compensation Committee. The Personnel and Compensation
Committee is composed of directors who are not officers of the Company. The
Personnel and Compensation Committee reviews and recommends for approval of the
Board of Directors the compensation and benefits of the executive officers,
broad guidelines for the salary and benefits administration for other officers
and employees, and the compensation of directors. In addition, the Personnel
Committee is responsible for the administration of the Stock Option Plans and
the executive incentive plans, including recommendations to the Board of
Directors for awards under such plans. The Committee met four times during 1996.
Present members of the Personnel Committee are Randall T. Murrill, Jr.,
Chairman, Joseph R. Julian, R. Ted Weschler and Dale E. Wolf.
Directors' Compensation
Each director, other than Mr. Schoenhals, receives an annual retainer
of $5,000. Each director also receives $400 for each Board meeting attended.
Chairpersons of board committees or subsidiary boards receive an additional
$1,000 annual retainer and each member of a committee or subsidiary board
received $200 for each meeting attended. As Vice Chairman of the Company, Mr.
Cheleden receives a fee of $1,650 per month to compensate him for his continuing
advice and service to the Company. Mr. Schoenhals as Chairman, President and
Chief Executive Officer does not receive director fees.
Executive Officers
Marvin N. Schoenhals, age 49, has served as President and Chief
Executive Officer of the Company since November 1990 and was elected Chairman in
October 1992. Prior to joining the Company, Mr. Schoenhals was President and
Chief Executive Officer of Peoples Savings Bank of Monroe, Michigan from April
1988 until January 1990. From April 1987 until October 1987, Mr. Schoenhals was
President and Chief Executive Officer of Sterling Savings Bank, Southfield,
Michigan. Prior to that, Mr. Schoenhals held various management positions at Old
Kent Financial Corporation, a bank holding company located in Grand Rapids,
Michigan from 1974 to 1987. In February 1997, Mr. Schoenhals was elected to the
Board of Directors of the Federal Home Loan Bank of Pittsburgh.
R. William Abbott, age 56, has served as Executive Vice President,
Chief Financial Officer, Treasurer and Secretary since April 1993. Prior to
joining the Company, Mr. Abbott was Senior Vice President at Transohio Federal
Savings Bank in Cleveland, Ohio from 1992 until March 1993. During 1990 and
1991, Mr. Abbott was a financial consultant for banks and thrifts. Mr. Abbott
served as Executive Vice President and Chief Financial Officer for Broadview
Federal Savings Bank from
7
<PAGE>
November 1984 until May 1990 when it was merged into Charter One Savings Bank,
Cleveland, Ohio. Mr. Abbott also serves as a Director of Star States Development
Company and WSFS Credit Corporation.
Joseph M. Murphy, age 54, joined the Bank as Executive Vice President,
Retail Banking in December 1996. Mr. Murphy brings over 20 years' experience in
retail banking to the Company. Prior to joining WSFS, Mr. Murphy had been a
Regional President of Centerbank, a Waterbury, Connecticut savings bank, since
1995, after having served as the Chairman and President of Center Capital Corp.,
Avon, Connecticut, an equipment leasing subsidiary of Centerbank, since 1990.
Mr. Murphy also serves as President of 838 Investment Group, Inc.
Patricia A. Muldoon, age 57, has served as Executive Vice President,
Commercial Services Division since March 1, 1995. From September 1992 until
February 1995, Ms. Muldoon served as Senior Vice President of the Special Asset
Management Group and the Commercial Services Division of the Company. Ms.
Muldoon joined the Company in January 1991 as Senior Vice President of the
Special Asset Management Group. Ms. Muldoon also serves as President and a
Director of Star States Development Company. Prior to assuming this
responsibility, Ms. Muldoon provided consulting services to financial
institutions relative to problem loans. Ms. Muldoon was employed by Equimark
Corporation, a bank holding company headquartered in Pittsburgh, Pennsylvania,
from March 1985 to May 1990, most recently holding the position of Executive
Vice President, Manager of Corporate Assets (Problem Loans).
Thomas E. Stevenson, age 44, became Executive Vice President, Chief
Information Officer of the Bank in October 1996. Mr. Stevenson has worked in the
field of banking and technology for 20 years most recently with Electronic
Payment Services, Inc., a provider of electronic funds transfer services, where
he had served as Quality Assurance Manager since 1994 and as Vice President of
Operations for one of its predecessors from 1990 to 1994.
Robin L. Williams, age 40, is Senior Vice President, Business Planning,
Marketing and Direct Banking, a post she has held since 1994. From 1989 to 1994,
she was Senior Vice President of Consumer Banking, managing branch banking and
the deposit portfolio. From 1988 to 1989, she was Vice President and Director of
Marketing, and from 1987 to 1988, Vice President, Product Management and
Non-Branch Delivery. Before joining WSFS in 1987, Ms. Williams worked as
Assistant Vice President, Planning for Beneficial National Bank, USA, (a
national credit card issuer) and from 1975 to 1986 she progressed through
multiple positions with Bank of Delaware (now PNC Bank Delaware) most recently
holding the position of Vice President and Market Manager. Ms. Williams is also
Vice President and Treasurer of 838 Investment Group, Inc.
Ralph L. Baldwin, age 48, has served as Senior Vice President, Credit
Administration and Policy since December of 1996. From January 1987 until
November 1996 Mr. Baldwin served as Senior Vice President of Consumer and
Residential Mortgage Lending. Mr. Baldwin joined the Company in March 1985 as
Vice President of Consumer Credit Services. Prior to joining the Company, Mr.
Baldwin was Vice President and Director of Consumer Credit for Delaware Trust
Company from 1970 until March 1985. Mr. Baldwin also serves as President and a
Director of Community Credit Corporation and as a Director of WSFS Credit
Corporation.
8
<PAGE>
Personnel and Compensation Committee Report on Executive Compensation
Overview and Philosophy. The Company's executive compensation program
is administered by the Personnel and Compensation Committee (the "Personnel
Committee") of the Board of Directors. The Committee's responsibilities include
reviewing and making recommendations to the Board of Directors regarding
compensation of the Chief Executive Officer and reviewing and approving the
compensation paid to other executive officers of the Company listed in the
"Summary Compensation Table" that follows this report (the "Named Executive
Officers"). The committee also administers stock option and incentive plans and
assures compliance with Rule 16b-3 of the Exchange Act.
The objective of the compensation program is to establish levels of
compensation sufficient to attract and retain highly qualified and motivated
executives. The program also seeks to align the interests of the Company's
executive management with those of stockholders through the use of incentive
based compensation for specific performance based criteria and stock based
compensation for long-term stockholder value.
Compensation Program Elements. The Company's executive compensation
program consists of base salaries, a short-term cash incentive plan, a stock
option plan and miscellaneous other fringe benefits.
Base Salary. Base salary levels are determined by the
Committee with reference to corporate and individual performance in
relation to strategic goals established each year, competitive market
trends and special circumstances particular to the Company's staffing
needs. In determining base salaries, the committee refers to data
obtained from nationally recognized compensation surveys as well as
information from similar sized banks and thrifts in the Mid-Atlantic
region.
Short-Term Incentive Plan. In 1994, the Personnel Committee of
the Board of Directors approved a Management Incentive Plan (MIP)
designed to reward the accomplishment of specific annual financial
objectives. These objectives for 1996 were profitability,
capitalization and reductions in nonperforming asset levels. Plan
participants include members of management as designated from
time-to-time by the Committee. A "bonus pool" is established under the
MIP each year. The pool size is generally considered to equal 20% of
the growth in pretax earnings. Final determination of the "bonus pool,"
is subject to adjustment by the Committee based upon the nature and the
quality of pretax earnings.
Individual awards are earned for successfully completing
agreed upon objectives as well as the individual's contribution to the
Company's financial performance. All of the "Named Executive Officers"
(including the CEO) are eligible to receive such awards. Total awards
accrued under the MIP in 1996 were approximately $1,500,000. Awards in
1995 were approximately $1,200,000. Such awards, however, may not be
paid unless the levels of nonperforming assets are 2% or less of total
consolidated assets. All awards under the MIP are paid in cash and have
been paid since nonperforming asset levels were less than 2% at
December 31, 1996.
Stock Options and SARs. As a performance incentive and to
encourage ownership of the Common Stock and further align the interests
of management and
9
<PAGE>
stockholders, the Committee has issued stock options and stock
appreciation rights (SARs) under the 1986 Stock Option Plan. The
Committee issued 106,700 stock options in 1996 including 16,400 options
which are contingent upon the approval of the 1997 Stock Option Plan at
the Annual Meeting. The Committee periodically reviews and awards stock
options and/or SARs to management based on factors it deems important;
however, the Committee does not intend to issue awards on an annual
basis. The 1986 Option Plan expired in accordance with its terms in
November 1996. The Board of Directors is proposing the adoption of the
1997 Stock Option in order to continue this element of the Company's
executive compensation program.
Compensation of the Chief Executive Officer. For fiscal year 1996, Mr.
Schoenhals earned $260,400 in base salary. Mr. Schoenhals' base salary has been
set at that level for the past three fiscal years reflecting the desire of the
Personnel Committee and Mr. Schoenhals to base a greater portion of his
compensation on awards under the Company's performance-based incentive programs.
In this regard, Mr. Schoenhals earned a $362,000 bonus for fiscal year 1996
under the MIP which bonus was paid after the end of the fiscal year. As
described above, the size of the MIP bonus pool is generally set as a percentage
of the Company's growth in pre-tax earnings during the year. The bonus awarded
to Mr. Schoenhals under the MIP reflects the Company's achievement of specific
financial goals for the 1996 fiscal year as well as the Personnel Committee's
assessment of Mr. Schoenhals' contribution to the achievement of those goals.
Factors considered by the Personnel Committee in assessing Mr. Schoenhals'
contribution included his leadership role in formulating and executing the
Company's business strategy. In addition to the foregoing cash compensation, Mr.
Schoenhals was awarded options to purchase 32,600 shares of the Common Stock
under the 1986 Stock Option Plan, representing 30.6% of the options granted to
employees during the year. The foregoing options vest and become exercisable at
the rate 20% per annum beginning one year after the date of grant. The Personnel
Committee believes that the grant of options will, among other things, create
additional incentive to create long-term value for stockholders.
Compensation Committee Interlock and Insider Participation. During
fiscal year 1996, no members of the Personnel Committee were considered insiders
nor were there any interlocking relationships or relationships with the Company
other than as disclosed in the "Business Relationships and Related Transactions"
section of this Proxy Statement.
Randall T. Murrill, Jr.
Joseph R. Julian
R. Ted Weschler
Dale E. Wolf
Members of the Personnel and
Compensation Committee##
10
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on
the common stock of the Company over the last five years, compared with the
cumulative total return of the Dow Jones Equity Market Index and the Dow Jones
Savings & Loan Associations Index over the same period. Cumulative total return
on the stock or the index equals the total increase in value since December 31,
1991 assuming reinvestment of all dividends paid into the stock or the index,
respectively. The graph and table were prepared assuming that $100 was invested
on December 31, 1991 in the Common Stock of the Company and in each of the
indexes.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1991 through December 31, 1996
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
- ---------------------------------------------------------------------------------------------------------------
WSFS Financial Corporation $100 $260 $363 $314 $779 $882
- ---------------------------------------------------------------------------------------------------------------
Dow Jones Equity Market Index 100 109 119 120 167 206
- ---------------------------------------------------------------------------------------------------------------
Dow Jones Savings & Loan 100 105 110 96 159 198
Associations Index
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for
the years ended December 31, 1996, 1995 and 1994 for the Company's Chief
Executive Officer and the four other most highly compensated executive officers
of the Company whose salary and bonus earned in 1996 exceeded $100,000 (herein
referred to as "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation --------------
--------------------------------------- Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus(1) Compensation(2) Options/SARs(3) Compensation(4)
- ------------------ ---- ------ -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Marvin N. Schoenhals 1996 $260,400 $362,000 $ -- 32,600 $ 9,632
Chairman of the Board, 1995 260,400 251,000 -- -- 16,166
President and Chief 1994 260,400 88,550 -- -- 8,988
Executive Officer
R. William Abbott 1996 141,168 141,000 -- 13,200 8,572
Executive Vice President, 1995 140,707 91,000 -- -- 14,568
Chief Financial Officer, 1994 137,833 25,000 -- 10,000 3,493
Treasurer and Secretary
Patricia A. Muldoon 1996 131,083 124,000 -- -- 8,108
Executive Vice President, 1995 129,183 94,000 -- -- 13,757
Commercial Services 1994 124,000 25,000 -- 5,000 4,288
Robin L. Williams 1996 95,603 72,000 -- 6,000 6,484
Senior Vice President, 1995 92,820 55,000 -- -- 12,816
Business Planning, 1994 82,800 17,000 -- -- 2,177
Marketing and Direct
Banking
Ralph L. Baldwin 1996 95,845 79,000 -- -- 6,512
Senior Vice President, 1995 93,966 66,000 -- -- 13,215
Credit Policy and 1994 92,123 9,000 -- -- 2,602
Administration
</TABLE>
(1) For each fiscal year, includes bonuses earned but not paid until the
following fiscal year under the Company's Short-Term Incentive Plan
(2) Does not include certain perquisites and other personal benefits the value
of which did not exceed the lesser of $50,000 or 10% of salary for any
Named Executive Officer.
(3) Represents Stock Options granted under the Company's 1986 Stock Option
Plan, as amended and restated.
(4) The amounts included in All Other Compensation in 1996 include
contributions by the Company to the 401(k) Plan in the amounts of $8,968,
$8,572 and $6,512 for Messrs. Schoenhals, Abbott and Baldwin,
respectively, and $8,108 and $6,512 for Ms. Muldoon and Ms. Williams,
respectively. All other amounts represent the compensation value of life
insurance.
12
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options and SARs under the Company's 1986 Stock Option Plan to the Chief
Executive Officer and each of the other Named Executive Officers.
<TABLE>
<CAPTION>
Potential Realizable
Number of Value at Assumed
Securities % of Total Annual Rates of Stock
Underlying Options/SARs Price Appreciation
Options/ Granted to Exercise for Option Term (3)
SARs Employees in or Base Expiration -----------------
Name Granted (1) Fiscal Year Price (2) Date 5% 10%
- ---- ----------- ----------- --------- ---- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Marvin N. Schoenhals 32,600 30.6% $9.44 11/1/06 $193,500 $490,500
R. William Abbott 13,200 12.4 9.44 11/1/06 78,400 198,600
Patricia A. Muldoon -- -- -- -- -- --
Robin L. Williams 6,000 5.6 9.44 11/1/06 35,600 90,300
Ralph L. Baldwin -- -- -- -- -- --
</TABLE>
(1) Options granted are exercisable one year from grant date and vest in 20%
per annum increments. All options granted to Named Executive Officers were
granted on November 1, 1996. To the extent not already exercisable, the
options generally become immediately exercisable in the event of a change
in control of the Company, generally defined as the acquisition of
beneficial ownership of 25% or more of the Company's voting securities by
any person or group of persons.
(2) In each case, the exercise or base price was equivalent to the fair market
value of the Common Stock on the date of grant.
(3) The potential realizable dollar value of a grant consists of the product
of: (a) the difference between (i) the product of the per share market
price at the time of grant and the sum of 1 plus the adjusted stock price
appreciation rate (the assumed rate of appreciation compounded annually
over the term of the option or SAR) and (ii) the per share exercise price
of the option or SAR; and (b) the number of securities underlying the
grant at fiscal year-end.
OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUE
The following table sets forth information concerning the exercise of
options and SARs by the Chief Executive Officer and the other Named Executive
Officers during the last fiscal year, as well as the value of such options and
SARs held by such persons at the end of the fiscal year.
<TABLE>
<CAPTION>
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the Money
Shares Options/SARs at Fiscal Year End Options/SARs at Fiscal Year End (2)
Acquired on Value ------------------------------- -----------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin N. Schoenhals -- $ -- 242,361 66,339 $ 1,987,829 $ 308,776
R. William Abbott 10,000 41,875 24,000 29,200 160,500 116,867
Patricia A. Muldoon -- -- 36,000 1,500 282,475 12,806
Robin L. Williams -- -- 22,196 7,074 179,877 13,654
Ralph L. Baldwin -- -- 16,244 786 131,642 6,710
</TABLE>
(1) Based on the closing price of $8.125 per share as reported for the Common
Stock on the Nasdaq National Market on the date of exercise less the
exercise/base price.
(2) Based on the closing price of $10.19 per share as reported for the Common
Stock on the Nasdaq National Market on December 31, 1996 less the
exercise/base price. Options and SARs are considered in-the-money if the
market value of the underlying securities exceeds their exercise or base
prices, respectively.
13
<PAGE>
Employment and Severance Agreements. The Company has entered into an
employment agreement with Mr. Schoenhals for a period of thirty-six months,
beginning May 1, 1993. In 1995 the term of this agreement was extended to May 1,
1998. The agreement provides for the employment of Mr. Schoenhals as Chairman,
President and Chief Executive Officer at a current base salary of $260,400, as
maintained, increased or decreased from time-to-time by the Board. The
employment agreement further provides for participation by Mr. Schoenhals in
incentive compensation and other employee benefit plans maintained by the
Company. In the event of Mr. Schoenhals' involuntary termination of employment
in connection with, or within one year after, any change in control of the Bank
or the Company, other than for "just cause," he will be paid within 10 days of
such termination an amount equal to 2.99 times his annual salary at the rate in
effect immediately prior to termination provided that the aggregate amount
payable under the agreement may not equal or exceed the difference between (i)
2.99 times his "base amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986 (the "Code"), and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Code, that Mr. Schoenhals
receives on account of a change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership or power to vote more
than 25% of the Bank's or Company's voting stock, the control of the election of
a majority of the Bank's or the Company's directors or the exercise of a
controlling influence over the management or policies of the Bank or the
Company. In addition, under the employment agreement, a change in control occurs
when, during any consecutive two-year period, directors of the Company or the
Bank at the beginning of such period cease to constitute two-thirds of the Board
of Directors of the Company or the Bank, unless the election of replacement
directors was approved by two-thirds vote of the initial directors then in
office. The employment agreement also provides for a similar lump sum payment to
be made in the event of Mr. Schoenhals' voluntary termination of employment
within one year following a change in control if certain events have occurred,
which have not been consented to in writing by Mr. Schoenhals, including (i) Mr.
Schoenhals being requested to move his personal residence or perform his
principal executive functions more than 35 miles from his current primary
office, (ii) a reduction in his compensation and benefits as then in effect,
(iii) the assignment of duties and responsibilities to Mr. Schoenhals which are
other than those normally associated with his position with the Company and the
Bank, (iv) a material decrease in his authority and responsibility, or (v)
failing to re-elect him to the Company's or the Bank's Board of Directors. The
maximum aggregate payments that would be made to Mr. Schoenhals assuming his
termination of employment under the foregoing circumstances at December 31, 1996
would have been approximately $799,000 without regard to the limitations imposed
by Section 280G of the Code.
WSFS also has entered into a severance agreement with Mr. R. William
Abbott, which provides for one year severance benefits to be paid in one lump
sum to Mr. Abbott in the event of termination without cause. The amount payable
to Mr. Abbott under this agreement if he had been terminated without cause
during fiscal year 1996 would have been approximately $141,000.
Business Relationships and Related Transactions
Thomas P. Preston is a partner with the Wilmington, Delaware office of
the law firm of Duane, Morris & Heckscher. The law firm represented the Company
and its affiliates in certain matters during fiscal year 1996 and expects to
continue such representation in fiscal year 1997.
On January 31, 1997, the Company repurchased 385,409 shares of the
Common Stock from Quad-C, Inc. for $11.125 per share for a total consideration
of approximately $4.3 million. The price paid by the Company represented a
discount in an amount commensurate with the discount expected for the sale
14
<PAGE>
of a sizable block of shares to the average of the bid and asked price for the
Common Stock on the day. Prior to such purchase, Quad-C, Inc. had been the
beneficial owner of more than 5% of the Common Stock. In addition, Mr. R. Ted
Weschler, a director of the Company, serves as an executive officer of Quad-C,
Inc. and holds a 15% ownership position in Quad-C, Inc.
Certain directors and executive officers of the Company and their
associates were customers of and had transactions with the Company and the Bank
in the ordinary course of business during fiscal year 1996. Similar transactions
may be expected to take place with the Company and the Bank in the future. Loans
and commitments included in such transactions were made on substantially the
same terms, including interest rate and collateral, as those prevailing at the
time for comparable transactions with other persons and did not involve more
than the normal risk of collectibility, nor did such loans present other
unfavorable features.
PROPOSAL 2 -- ADOPTION OF 1997 STOCK OPTION PLAN
General
The Board of Directors of the Company has adopted the WSFS Financial
Corporation 1997 Stock Option Plan (the "1997 Option Plan"), subject to its
approval by the Company's stockholders. The 1997 Option Plan is attached hereto
as Exhibit A and should be consulted for additional information. All statements
made herein regarding the 1997 Option Plan, which are only intended to summarize
the 1997 Option Plan, are qualified in their entirety by reference to the 1997
Option Plan.
Purpose of the 1997 Option Plan
The purpose of the 1997 Option Plan is to advance the interests of the
Company by providing directors and selected employees of the Company and its
affiliates, including the Bank, with the opportunity to acquire shares of Common
Stock. 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 incentive to directors and employees of
the Company and its affiliates to promote the success of the business of the
Company.
Description of the 1997 Option Plan
Effective Date. The 1997 Option Plan will become effective on the date
of its approval by the Company's stockholders (the "Effective Date"). Awards
made prior to the Effective Date will be contingent on stockholder approval of
the 1997 Stock Option Plan.
Administration. The 1997 Option Plan must be administered by a
committee (the "Committee"), appointed by the Board of Directors, consisting of
at least two directors of the Company who are "non-employee directors" within
the meaning of the federal securities laws. The Personnel and Compensation
Committee will act as the Committee for purposes of administering the 1997
Option Plan. The Committee has discretionary authority to select participants
and grant awards, to determine the form and content of any awards made under the
1997 Option Plan, to interpret the 1997 Option Plan, and to make other decisions
necessary or advisable in connection with administering the 1997 Option Plan.
All decisions, determinations, and interpretations of the Committee are final
and conclusive on all persons affected thereby. Members of the Committee will be
indemnified to the full extent permissible under the Company's governing
instruments in connection with any claims or other actions relating to any
action
15
<PAGE>
taken under the 1997 Option Plan. Under the 1997 Option Plan, the Company's
Board may act in lieu of the Committee.
Eligible Persons; Types of Awards. The 1997 Option Plan authorizes the
Committee to grant stock options ("Options"), stock appreciation rights
("SARs"), and phantom stock ("Phantom Stock") (collectively, "Awards") to such
employees as the Committee shall designate. Only the Board may make Awards to
non-employee directors. As of the Record Date, the Company and its subsidiaries
had approximately 122 employees and eight non-employee directors who were
eligible to participate in the 1997 Option Plan.
Shares Available for Grants. The 1997 Option Plan authorizes the
issuance of up to 625,000 shares of Common Stock. Such shares may be (i)
authorized but unissued shares, (ii) shares held in treasury, or (iii) shares
held in a grantor trust. In the event of any 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 receipt or payment of consideration by the Company, the
Committee will adjust the number and kind of shares reserved for issuance under
the 1997 Option Plan, and the number and kind of shares subject to outstanding
Awards, and the exercise prices of such Awards. Generally, the number of shares
as to which SARs are granted are charged against the aggregate number of shares
available for grant under the 1997 Option Plan, provided 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 of Common Stock subject to the Option shall be charged
against the aggregate number of shares of Common Stock remaining available under
the 1997 Option Plan. If Awards should expire, become unexercisable or be
forfeited for any reason without having been exercised, the shares of Common
Stock subject to such Awards shall, unless the 1997 Option Plan shall have been
terminated, be available for the grant of additional Awards under the 1997
Option Plan.
Options. Options may be either incentive stock options ("ISOs") as
defined in Section 422 of the Internal Revenue Code of 1986 (the "Code"), or
options that are not ISOs ("Non-ISOs"). The exercise price as to any Option may
not be less than the fair market value (determined under the 1997 Option Plan)
of the optioned shares on the date of grant. In the case of a participant who
owns more than 10% of the outstanding Common Stock on the date of grant, such
option price may not be less than 110% of fair market value of the shares. As
required by federal tax laws, to the extent that the aggregate fair market value
(determined when an ISO is granted) of the Common Stock with respect to which
ISOs are exercisable by a participant for the first time during any calendar
year (under all plans of the Company and of any subsidiary) exceeds $100,000,
the Options granted in excess of $100,000 will be treated as Non-ISOs, and not
as ISOs.
SARs. An SAR may be granted in tandem with all or part of any Option
granted under the 1997 Option Plan, or without any relationship to any Option.
An SAR granted in tandem with an ISO must expire no later than the ISO, must
have the same exercise price as the ISO and may be exercised only when the ISO
is exercisable and when the fair market value of the shares subject to the ISO
exceeds the exercise price of the ISO. For SARs granted in tandem with Options,
the participant's exercise of the SAR cancels his or her right to exercise the
Option, and vice versa. Regardless of whether an SAR is granted in tandem with
an Option, exercise of the SAR will entitle the participant to receive, as the
Committee prescribes in the grant, all or a percentage of the difference between
(i) the fair market value of the shares of Common Stock subject to the SAR at
the time of its exercise, and (ii) the fair market value of such shares at the
time the SAR was granted (or, in the case of SARs granted in tandem with
16
<PAGE>
Options, the exercise price). The exercise price as to any particular SAR may
not be less than the fair market value of the optioned shares on the date of
grant.
Exercise of Options and SARs. The exercise of Options and SARs will be
subject to such terms and conditions as are established by the Committee in a
written agreement between the Committee and the Plan participant, provided that
each Option shall become exercisable no more rapidly than with respect to 20% of
the underlying shares on each of the five annual anniversary dates of the date
on which the Award occurred. Such vesting shall accelerate to 100% upon a
participant's termination of service as an employee or director due to death or
disability (as defined in the 1997 Option Plan). In the absence of Committee
action to the contrary, an otherwise unexpired Option shall cease to be
exercisable upon (i) a participant's termination of employment for "just cause"
(as defined in the 1997 Option Plan), (ii) the date 30 days after a participant
terminates service for a reason other than just cause, death, or disability,
(iii) the date one year after a participant terminates service due to
disability, or (iv) the date two years after a participant terminates service
due to death.
A participant may exercise Options or SARs, subject to provisions
relative to their termination and limitations on their exercise, only by (i)
written notice of intent to exercise the Option or SAR with respect to a
specified number of shares of Common Stock, and (ii) in the case of Options,
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. 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.
Phantom Stock Awards. The Committee may make Phantom Stock awards
through credits of Common Stock to separate accounts established for Plan
participants. Any cash and stock dividends attributable to the phantom shares
will also be credited to participant accounts. The Committee has broad
discretion at the time of making a Phantom Stock award to impose conditions that
must be satisfied in order for the Phantom Stock to become unrestricted (i.e.,
vested and nonforfeitable). For example, the Committee may condition vesting
upon continued employment or upon the Company's attainment of specified
performance goals. The vesting period and conditions for vesting may be
different for each participant, provided that a participant's Phantom Stock
award will automatically become 100% vested in the event of the participant's
death or disability prior to the expiration of the restriction period or the
satisfaction of the restrictions applicable to an award of Phantom Stock. In
addition, 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.
After a participant terminates service as a director or as an
employee, the participant will receive the vested portion of his account in a
lump-sum cash payment, unless the participant elects, 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 terminates service, and/or (ii) in unrestricted whole shares of
Common Stock, with cash paid in lieu of fractional shares. The Committee has the
discretion to make payments in cash regardless of the participant's election.
Conditions on Issuance of Shares. The Committee will have the
discretionary authority to impose, in agreements, such restrictions on shares of
Common Stock issued pursuant to the 1997 Option Plan as it may deem appropriate
or desirable, including but not limited to the authority to impose a right of
first
17
<PAGE>
refusal or to establish repurchase rights or both of these restrictions. In
addition, the Committee may not issue shares unless the issuance complies with
applicable securities laws, and to that end may require that a participant make
certain representations or warranties.
Change in Control. The provisions of any Award 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. For purposes of the 1997 Option Plan a "Change in Control" means 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
Exchange Act); 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.
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 fair 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. Although these
provisions are included in the 1997 Option Plan primarily for the protection of
a participant in the event of a Change in Control of the Company, they may also
be regarded as having a takeover defensive effect, which may reduce the
Company's vulnerability to hostile takeover attempts and certain other
transactions which have not been negotiated with and approved by the Board of
Directors.
Nontransferability. Participants may transfer their Awards to family
members or trusts under specified circumstances. Awards may otherwise 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.
Effect of Dissolution and Related Transactions. 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, will be equitably adjusted for any change or
exchange of shares for a different number or kind of shares which results from
the Transaction. However, any such adjustment will be made in such a manner as
to not constitute a modification, within the meaning of Section 424(h) of the
Code, of outstanding ISOs.
Duration of the 1997 Option Plan and Grants. The 1997 Option Plan has a
term of 10 years from the Effective Date, after which date no Awards may be
granted. The maximum term for an Award is 10 years from the date of grant,
except that the maximum term of an ISO (and an SAR granted in tandem with an
ISO) may not exceed five years if the participant owns more than 10% of the
Common Stock on
18
<PAGE>
the date of grant. The expiration of the 1997 Option Plan, or its termination by
the Committee, will not affect any Award then outstanding.
Amendment and Termination of the 1997 Option Plan. The Board of
Directors of the Company may from time to time amend the terms of the 1997
Option Plan and, with respect to any shares at the time not subject to Awards,
suspend or terminate the 1997 Option Plan. No amendment, suspension, or
termination of the 1997 Option Plan will, without the consent of any affected
participant, alter or impair any rights or obligations under any Award
previously granted. Stockholder approval might not be required for plan
amendments that would not materially increase the benefits accruing to plan
participants, materially increase the number of securities which may be issued
under the plan or materially modify eligibility requirements for plan
participation.
Financial Effects of Awards. The Company will receive no monetary
consideration for the granting of Awards under the 1997 Option Plan. It will
receive no monetary consideration other than the exercise price for shares of
Common Stock issued to participants upon the exercise of their Options, and will
receive no monetary consideration upon the exercise of SARs. Under current
accounting standards, recognition of compensation expense is not required when
Options are granted at an exercise price equal to or exceeding the fair market
value of the Common Stock on the date the Option is granted (although footnote
disclosure is required). Options may have a potentially dilutive impact on
earnings per share in future periods.
The granting of SARs will require charges to the income of the Company
based on the amount of the appreciation, if any, in the market price of the
Common Stock to which the SARs relate over the exercise price of those shares.
If the average market price of the Common Stock declines subsequent to a charge
against earnings due to estimated appreciation in the Common Stock subject to
SARs, the amount of the decline will reverse such prior charges against earnings
(but not by more than the aggregate of such prior charges).
Neither the Company nor the Bank will receive any monetary
consideration for the granting of awards of Phantom Stock. Under current
accounting standards, when Phantom Stock awards are granted, the Company must
recognize compensation expense based on the fair market value of the underlying
Common Stock on the date the awards are granted, with such amount being
amortized over the expected vesting period for the award. The awarding of
Phantom Stock will require charges to the income of the Company based on the
amount of the appreciation, if any, in the market price of the Common Stock to
which the Phantom Stock relates over the initial amounts credited to each
participant's account. If the average market price of the Common Stock declines
subsequent to a charge against earnings due to estimated appreciation in the
Common Stock, the amount of the decline will reverse such prior charges against
earnings (but not by more than the aggregate of such prior charges). If Phantom
Stock awards are paid in Common Stock, such payment will have a dilutive impact
on earnings per share.
Federal Income Tax Consequences
There are no tax consequences to participants or the Company on the
mere granting of an Option, SAR, or Phantom Stock award. Subsequent taxation
depends on the type of Award, and is highlighted below.
ISOs. If the participant holds the shares purchased upon exercise of an
ISO for at least two years from the date the ISO is granted, and for at least
one year from the date the ISO is exercised, any gain
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realized on the sale of the shares received upon exercise of the ISO is taxed as
long-term capital gain. However, the difference between the fair market value of
the Common Stock on the date of exercise and the exercise price of the ISO will
be treated by the participant as an item of tax preference in the year of
exercise for purposes of the alternative minimum tax. If a participant disposes
of the shares before the expiration of either of the two special holding periods
noted above, the disposition is a "disqualifying disposition." In this event,
the participant will be required, at the time of the disposition of the Common
Stock, to treat the lesser of the gain realized or the difference between the
exercise price and the fair market value of the Common Stock at the date of
exercise as ordinary income and the excess, if any, as capital gain.
The Company will not be entitled to any deduction for federal income
tax purposes as the result of the grant or exercise of an ISO, regardless of
whether or not the exercise of the ISO results in liability to the participant
for alternative minimum tax. However, if a participant has ordinary income
taxable as compensation as a result of a disqualifying disposition, the Company
will be entitled to deduct an equivalent amount.
Non-ISOs. In the case of a Non-ISO, a participant will recognize
ordinary income upon the exercise of the Non-ISO in an amount equal to the
difference between the fair market value of the shares on the date of exercise
and the option price (or, if the participant is subject to certain restrictions
imposed by the federal securities laws, upon the lapse of those restrictions
unless the participant makes a special tax election within 30 days after the
date of exercise to have the general rule apply). Upon a subsequent disposition
of such shares, any amount received by the participant in excess of the fair
market value of the shares as of the exercise will be taxed as capital gain. The
Company will be entitled to a deduction for federal income tax purposes at the
same time and in the same amount as the ordinary income recognized by the
participant in connection with the exercise of a Non-ISO.
SARs. The grant of an SAR has no tax effect on the participant or the
Company. Upon exercise of the SARs, however, any cash or Common Stock received
by the participant in connection with the surrender of his or her SAR will be
treated as compensation income to the participant, and the Company will be
entitled to a business expense deduction for the amounts treated as compensation
income.
Phantom Stock Awards. When cash or shares are transferred to the
participant pursuant to the vesting of a Phantom Stock award, the participant
will recognize ordinary income equal to the cash received and the fair market
value of the shares delivered to him under the Phantom Stock award. A
participant may instead elect to accelerate recognition pursuant to Section
83(b) of the Code.
Proposed Stock Option Grants
As of the Record Date, 16,400 Options had been granted pursuant to the
1997 Option Plan. All such grants are contingent on stockholder approval of the
1997 Stock Option Plan. No other awards are contemplated on or before its
Effective Date.
Recommendation and Vote Required
The Board of Directors has determined that the 1997 Option Plan is
desirable, cost effective, and produces incentives which will benefit the
Company and its stockholders. The Board of Directors is seeking stockholder
approval of the 1997 Option Plan in order to satisfy the requirements of the
Code for favorable tax treatment of ISOs, to satisfy the requirements for
continued listing of the Common Stock
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on the Nasdaq National Market and to satisfy the requirements of the Company's
certificate of incorporation for issuances of shares to directors, officers and
controlling persons.
Stockholder approval of the 1997 Option Plan requires the affirmative
vote of the holders of a majority of the votes eligible to be cast at the Annual
Meeting. The Board of Directors recommends a vote "FOR" approval of the 1997
Option Plan.
NEW PLAN BENEFITS
The following table sets forth certain information regarding the
benefits to be received under the 1997 Option Plan on its Effective Date. All
such awards are contingent on stockholder approval of the 1997 Stock Option
Plan.
1997 Option Plan (1)
------------------------------
Dollar Number
Value ($)(2) of Units
------------ --------
Marvin N. Schoenhals $ 0 0
Chairman of the Board, President
and Chief Executive Officer
R. William Abbott 0 0
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
Patricia A. Muldoon 0 0
Executive Vice President, Commercial Lending
Robin L. Williams 0 0
Senior Vice President, Business Planning,
Marketing and Direct Banking
Ralph L. Baldwin 0 0
Senior Vice President, Credit Policy
and Administration
All executive officers as a group (8 persons) 0 16,400
All directors who are not executive officers 0 0
as a group (8 persons)
All employees who are not executive officers 0 0
as a group (114 persons)
- -------------------
(1) All Options (i) will be subject to the terms and conditions described
above and are contingent on, and not exercisable until, the 1997 Option
Plan receives stockholder approval, and (ii) will automatically expire ten
years after the date of their grant. The exercise price for these Options
equals the fair market value of the Common Stock on the date of grant
($10.00 per share). The closing sale price of the Common Stock on March
11, 1997, as reported on the Nasdaq National Market, was $12.00 per share.
(2) Based on the fair market value of the Common Stock on the date of grant
less the exercise price.
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INDEPENDENT AUDITORS
The Board of Directors of the Company expects to appoint KPMG Peat
Marwick LLP as independent auditors of the Company for the year ended December
31, 1997. KPMG Peat Marwick LLP has served as the Company's independent auditors
since 1994. A representative of KPMG Peat Marwick LLP is expected to be present
at the Annual Meeting to respond to appropriate questions and will have the
opportunity to make a statement if they desire to do so.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act, the
Company's officers and directors and all persons who beneficially own more than
ten percent of the Common Stock ("Reporting Persons") are required to file
reports detailing their ownership and changes of ownership in the Common Stock
and to furnish the Company with copies of all such ownership reports that are
filed. Based solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with respect to the
past fiscal year, or written representations from the Reporting Persons that no
annual report of changes in beneficial ownership were required, the Company
believes that during fiscal year 1996 and prior fiscal years all Reporting
Persons have complied with these reporting requirements with the exception of
late filings of Forms 3 for Messrs. Murphy and Stevenson, late filings of Forms
4 for the grant of stock options (as required by a recent amendment to SEC
regulations) for Messrs. Schoenhals, Abbott and Stevenson, and Ms. Williams and
Ms. Myoda, and late filings of three Forms 4 for Mr. Hollowell for the purchase
of Common Stock. In each case of a late Form 4, the transactions were reported
on a Form 5.
ADVANCE NOTICE OF CERTAIN MATTERS
TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
the Annual Meeting. In order for a stockholder to properly bring business before
the Annual Meeting or to propose a nominee to the Board of Directors, the
stockholder must give written notice to the Secretary of the Company not less
than thirty days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received no later than the close of
business on the tenth day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. The notice
must include the stockholder's name and address as they appear on the records of
the Company and number of shares beneficially owned by the stockholder and
describe briefly the proposed business, the reasons for bringing the business
before the Annual Meeting and any material interest of the stockholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must also be provided.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
It is anticipated that the proxy statement and form of proxy for the
1998 Annual Meeting of Stockholders will be mailed during March of 1998.
Stockholder proposals intended to be presented at the 1998 annual meeting of
stockholders of WSFS Financial Corporation must be received by November 22,
1997, to be considered for inclusion in the proxy statement and form of proxy
relating to such meeting and should be addressed to the Secretary at the
Company's principal office.
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ADDITIONAL INFORMATION
No matters other than those set forth in the Notice of Meeting
accompanying this Proxy Statement are expected to be presented to stockholders
for action at the Annual Meeting other than matters incident to the conduct of
the Annual Meeting. However, if other matters are presented which are proper
subject for action by stockholders and which may properly come before the
meeting, it is the intention of those named in the accompanying proxy to vote
such proxy in accordance with the determination of a majority of the Board of
Directors upon such matters.
MISCELLANEOUS
The expenses of the solicitation of the proxies, including the cost of
preparing and distributing the proxy materials, the handling and tabulation of
proxies received and charges of brokerage houses and other institutions,
nominees or fiduciaries in forwarding such documents to beneficial owners, will
be paid by the Company. In addition to the mailing of the proxy materials,
solicitation may be made in person or by telephone, telegraph or other modes of
electronic communication by the Company or its employees. The Company's
directors, management and employees will receive no compensation for their proxy
solicitation services other than their regular salaries and overtime, if
applicable, but may be reimbursed for out-of-pocket expenses.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Company's Annual Report for the fiscal year ended December 31,
1996, including financial statements prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. Such Annual
Report is not part of the proxy solicitation materials. A copy of the Company's
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1996 (without
exhibits) will be furnished without charge to stockholders as of the Record Date
upon written request to: Investors Relations Department, WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware, 19801.
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Exhibit A
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 business.
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.
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(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.
(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.
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(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.
(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 Effective 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
A-3
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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.
(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 decisions,
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.
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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,
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
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(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) 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
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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.
(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.
A-7
<PAGE>
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.
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
A-8
<PAGE>
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 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
A-9
<PAGE>
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.
A-10
<PAGE>
(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.
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.
<PAGE>
This Proxy is Solicited on Behalf of the Board of Directors of
WSFS FINANCIAL CORPORATION
for the
1997 Annual Meeting of Stockholders
REVOCABLE PROXY
The undersigned hereby appoints Marvin N. Schoenhals and R. William
Abbott, or either of them, with full power of substitution, to act as attorneys
and proxies for the undersigned and to vote all shares of Common Stock of WSFS
Financial Corporation, which the undersigned is entitled to vote, at the Annual
Meeting of Stockholders to be held on April 24, 1997 at 4:00 p.m., or at any
adjournments thereof, as follows:
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
<PAGE>
A /X/ Please mark your
votes as in this
example.
WITHHOLD
AUTHORITY
to vote for all
FOR nominees listed at right.
1. Election of / / / /
Directors:
(To withhold authority to vote any The Board of Directors recommends a
individual nominee write the nominee's vote FOR all nominees listed below and
name on the line provided below) FOR the 1997 Stock Option Plan.
- --------------------------------------- Nominees:
Michele M. Rollins,
Clalbourne D. Smith and
David E. Hollowell
each for three year terms expiring
2000.
FOR AGAINST ABSTAIN
2. Adoption of 1997 Stock Option Plan / / / / / /
The proxy is revocable and, when
properly executed will be voted in the
manner directed hereby by the
undersigned. If no directions are
made, this proxy will be voted FOR
each of the nominees and FOR Proposal
2. The undersigned, by executing and
delivering this proxy, revokes the
authority given with respect to any
earlier dated proxy submitted by the
undersigned.
Unless contrary direction is given,
the right is reserved in the sole
discretion of the Board of Directors
to distribute votes among some or all
of the above nominees in a manner
other than equally so as to elect as
directors the maximum possible number
of such nominees.
In their discretion the proxies are
authorized to vote upon such other
business as may properly come before
the Annual Meeting.
The undersigned acknowledges receipt
of the Notice of Annual Meeting of
Stockholders and of a Proxy Statement
of WSFS Financial Corporation.
PLEASE MARK, SIGN, DATE AND RETURN
THIS CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S) Date
------------------------ ------------------- ------------------
Note: Please sign exactly as name appears hereon. If signing as attorney,
executor, administrator, trustee or guardian, please indicate the capacity
in which you are acting. Proxies executed by corporations should be signed
by a duly authorized officer.
