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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.
(H) "CODE" shall mean the Internal Revenue Code of
1986, as amended.
___________
* Incorporating First and Second 2000 Amendments.
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(I) "COMMITTEE" shall mean either the Personnel and
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Compensation Committee appointed by the Board in accordance with
Paragraph 5(a) hereof, or the Board itself (which may act, at any
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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.
(W) "OPTIONED SHARES" shall mean Shares subject to an
Award granted pursuant to this Plan.
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(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 1,165,000 Shares (which
equals the 625,000 shares originally reserved under the Plan plus
an additional 540,000 of the Company's outstanding shares as of
April 27, 2000). Such Shares may either be authorized but
unissued Shares, Shares held in treasury, or Shares held in a
grantor trust created by the Company. If an Award should expire,
become unexercisable, or be forfeited for any reason without
having resulted in the issuance of Shares, the Shares subject to
the Award shall, unless the Plan has been terminated, become
available for the grant of additional Awards under the Plan.
(B) SPECIAL RULE FOR SARS. The number of Shares with
respect to which an SAR is granted, but not the number of Shares
which the Company delivers or could deliver to an Employee or
individual upon exercise of an SAR, shall be charged against the
aggregate number of Shares remaining available under the Plan;
provided, however, that in the case of an SAR granted in
conjunction with an Option, under circumstances in which the
exercise of the SAR results in termination of the Option and vice
versa, only the number of Shares subject to the Option shall be
charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to
which option rights have terminated by reason of the exercise of
a related SAR, as provided in Paragraph 9 hereof, shall not be
available for the grant of further Options under the Plan.
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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.
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.
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(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
(contemporaneously with delivery of such notice) in cash, in
Common Stock owned for more than six months, or a combination of
cash and Common Stock owned for more than six months, 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 owned for more than six months utilized in full or
partial payment of the Exercise Price for Options shall be valued
at its Market Value at the date of exercise. 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.
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(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 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;
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(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.
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.
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(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
eceive 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 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.
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(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 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.
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17. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
Awards, suspend or terminate the Plan. No amendment, suspension
or termination of the Plan shall, without the consent of any
affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
18. CONDITIONS UPON ISSUANCE OF SHARES.
(A) COMPLIANCE WITH SECURITIES LAWS. Shares of
Common Stock shall not be issued with respect to any Award unless
the issuance and delivery of such Shares shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and
the requirements of any stock exchange upon which the Shares may
then be listed.
(B) SPECIAL CIRCUMSTANCES. The inability of the
Company to obtain approval from any regulatory body or authority
deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder shall relieve the
Company of any liability in respect of the non-issuance or sale
of such Shares. As a condition to the exercise of an Option or
SAR, the Company may require the person exercising the Option or
SAR to make such representations and warranties as may be
necessary to assure the availability of an exemption from the
registration requirements of federal or state securities law.
(C) COMMITTEE DISCRETION. The Committee shall have
the discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
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. The amount of the withholding requirement shall be
the applicable statutory minimum federal, state or local income
tax with respect to the award on the date that the amount of tax
is to be withheld. 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.
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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.
