409A Amendments
Amendment to the
WSFS Financial Corporation Severance Policy for Executive Vice Presidents
This Amendment to the WSFS Financial Corporation Severance Policy for
Executive Vice Presidents (the "Policy") is made, effective as of December 31,
2008.
WHEREAS, the Compensation Committee of the Board of Directors of WSFS
Financial Corporation (the "Company") has determined that it is in the best
interests of the Company to amend the Policy so as to meet the requirements of
Internal Revenue Code Section 409A;
NOW, THEREFORE, the Policy is hereby amended as follows:
1. The unnumbered Section entitled "Receipt of Benefits" is hereby
numbered as Section III.
2. A new Section IV is hereby added as follows:
"IV. Section 409A of the Internal Revenue Code
(a) General. This policy shall be interpreted and administered in a
manner so that any amount or benefit payable hereunder shall be paid or
provided in a manner that is either exempt from or compliant with the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code"), and applicable regulations issued thereunder..
(b) Definitional Restrictions. Notwithstanding anything in this policy
to the contrary, to the extent that any amount or benefit that would
constitute non-exempt "deferred compensation" for purposes of Section
409A of the Code would otherwise be payable or distributable under the
policy by reason of the occurrence of a change of control, or the EVP's
release or other separation from service, such amount or benefit will
not be payable or distributable to the EVP by reason of such
circumstance unless (i) the circumstances giving rise to such change of
control or release or other separation from service meet any
description or definition of "change in control event" or "separation
from service", as the case may be, in Section 409A of the Code and
applicable regulations (without giving effect to any elective
provisions that may be available under such definition), or (ii) the
payment or distribution of such amount or benefit would be exempt from
the application of Section 409A of the Code by reason of the short-term
deferral exemption or otherwise. This provision does not prohibit the
vesting of any amount upon a change of control or separation from
service, however defined. If this provision prevents the payment or
distribution of any amount or benefit, such payment or distribution
shall be made on the next earliest payment or distribution date or
event specified in the policy that is permissible under Section 409A.
(c) Medical Coverage. To the extent that any portion of the
post-termination medical and dental benefits under this policy is
provided pursuant to a self-insured arrangement as defined in Code
Section 105 or is otherwise taxable, or to the extent that any premium
payments made or reimbursed by WSFS for such coverage are taxable, then
such coverage and such payments or reimbursements shall be subject to
the following conditions if and to the extent they constitute deferred
compensation subject to Section 409A of the Code: (i) the amount of
benefits to be provided in one taxable year shall not affect the amount
of benefits to be provided in any other taxable year; (ii) the
reimbursement of an eligible taxable expense shall be made no later
than the end of the year after the year in which the expense was
incurred; and (iii) the right to benefits or payment or reimbursement
of premiums shall not be subject to liquidation or exchange for another
benefit.
(d) Outplacement Expenses. If the provision of or reimbursement for
professional level outplacement pursuant to this policy are includible
in the EVP's federal gross taxable income, the amount of such expenses
provided or reimbursable in any one calendar year shall not affect the
amount provided or reimbursable in any other calendar year, and the
reimbursement of an eligible expense must be made no later than
December 31 of the year after the year in which the expense was
incurred. The EVP's rights to payment or reimbursement of outplacement
expenses pursuant to this policy shall expire at the end of the first
year after the date of release. No right of the EVP to the provision or
reimbursement of outplacement expenses under this policy shall be
subject to liquidation or exchange for another benefit.
(e) Treatment of Installment Payments. Each payment of severance
benefits under this policy, including, without limitation, each
installment payment and each payment or reimbursement of premiums for
continued medical or dental coverage, shall be considered a separate
payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for
purposes of Section 409A of the Code.
(f) Release of Claims. To the extent that the payment of severance or
other benefits under this policy is dependent upon the EVP having
delivered a release form, such release shall have been signed within 45
days after the EVP's date of termination and such release shall not
have been revoked within such time period.
(g) Six-Month Delay in Certain Circumstances.. If any amount or benefit
that would constitute non-exempt "deferred compensation" for purposes
of Section 409A of the Code would otherwise be payable or distributable
under this policy by reason of the EVP's separation from service during
a period in which he or she is a "Specified Employee" of WSFS (as
defined below), then payment or commencement of such non-exempt amounts
or benefits shall be delayed until the earlier of the EVP's death or
the first day of the seventh month following the EVP's separation from
service. For purposes of this policy, the term "Specified Employee" has
the meaning given such term in Code Section 409A and the final
regulations thereunder, provided, however, that, as permitted in such
final regulations, WSFS's Specified Employees and its application of
the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be
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determined in accordance with rules adopted by the Board or any
committee of the Board, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of WSFS,
including this policy."
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of
WSFS Financial Corporation, has executed this instrument for and on behalf of
the Company to be effective as of the date and time indicated above.
WSFS FINANCIAL CORPORATION
By:_______________________