Alliance Bancorp, Inc. of Pennsylvania (a Pennsylvania corporation) Up to 3,565,000 Shares (Subject to Increase Up to 4,099,750 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENTAgency Agreement • October 22nd, 2010 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered • Pennsylvania
The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (the “Company”), Alliance Bancorp, Inc. of Pennsylvania, a federally-chartered stock holding company (the “Mid-Tier”), Alliance Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”) and Greater Delaware Savings Bank, a Pennsylvania-chartered stock savings bank doing business as Alliance Bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Alliance Parties”), providing for the public offering (the “Public Offering”) by the several Agents, who shall be named subsequently, including Stifel Nicolaus (the “Agents”), of up to 4,099,750 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEENEmployment Agreement • December 19th, 2014 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated this 17th day of December 2014 between Greater Delaware Valley Savings Bank, a Pennsylvania-chartered savings bank doing business as Alliance Bank (the “Bank”), and Peter J. Meier (the “Executive”). The Bank is a wholly owned subsidiary of Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (“Alliance Bancorp”). Alliance Bancorp and the Bank are collectively referred to herein as the “Employers”.
AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN WSFS FINANCIAL CORPORATION AND ALLIANCE BANCORP, INC. OF PENNSYLVANIA Dated as of March 2, 2015Agreement and Plan of Reorganization • March 6th, 2015 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of March 2, 2015, by and between WSFS Financial Corporation (“WSFS”), a Delaware corporation, and Alliance Bancorp, Inc. of Pennsylvania (“Alliance”), a Pennsylvania corporation.
SEPARATION, NON-COMPETITION AND CONSULTING AGREEMENTSeparation, Non-Competition and Consulting Agreement • March 25th, 2015 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered • Delaware
THIS SEPARATION, NON-COMPETITION AND CONSULTING AGREEMENT (the “Agreement”) is made this 2nd day of March, 2015, by and between WSFS Financial Corporation (the “WSFS”), Alliance Bancorp, Inc. of Pennsylvania (“Alliance”), and Dennis D. Cirucci (the “Executive”) on the terms and conditions set forth below:
Amendment No. 1 to the Greater Delaware Valley Savings d/b/a Alliance Bank Supplemental Executive Retirement Plan Participation AgreementParticipation Agreement • November 10th, 2014 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered
THIS AMENDMENT NO. 1 (the “Amendment”) is made and entered into by Greater Delaware Valley Savings d/b/a Alliance Bank (hereinafter referred to as the “Employer”) and Dennis D. Cirucci (hereinafter referred to as the “Participant”), an executive of the Employer, effective as of September 24, 2014, and amends the 409A Restatement Greater Delaware Valley d/b/a Alliance Bank Supplemental Executive Retirement Plan Participation Agreement previously entered into by the Employer and the Participant effective as of December 17, 2008 (the “Participation Agreement”).
ALLIANCE BANCORP, INC. OF PENNSYLVANIA INCENTIVE STOCK OPTION AGREEMENT2011 Stock Option Plan • August 12th, 2011 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered
AN INCENTIVE STOCK OPTION (“Option”) for a total of ____________ shares of common stock, par value $0.01 per share (“Common Stock”), of Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (the “Corporation”), is hereby granted this 20th day of July 2011 (hereinafter referred to as the “Date of Grant”) to ____________________________ (the “Optionee”) pursuant to the Corporation’s 2011 Stock Option Plan (the “Plan”). The Option granted hereby is subject to all the terms and conditions of the Plan and this Agreement. The Option granted hereby is intended to qualify as an “incentive stock option” as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
ALLIANCE BANCORP, INC. OF PENNSYLVANIA COMPENSATORY STOCK OPTION AGREEMENTCompensatory Stock Option Agreement • August 12th, 2011 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered
A COMPENSATORY STOCK OPTION (“Option”) for a total of ____________ shares of common stock, par value $0.01 per share (“Common Stock”), of Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (the “Corporation”), is hereby granted this 20th day of July 2011 (hereinafter referred to as the “Date of Grant”) to _______________________ (the “Optionee”) pursuant to the Corporation’s 2011 Stock Option Plan (the “Plan”). The Option granted hereby is subject in all respects to the terms and provisions of the Plan and this Agreement. The Option granted hereby is a compensatory or Non-Qualified Option, and is not an Incentive Stock Option. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
March 3, 2015Alliance Bancorp, Inc. Of Pennsylvania • March 3rd, 2015 • Savings institutions, not federally chartered
As you are aware, earlier today, we entered into an agreement to join together and to partner going forward. As two long-standing financial institutions with strong footholds in the Delaware Valley, this partnership will further secure our future and our collective ability to serve our community.
ALLIANCE BANCORP, INC. OF PENNSYLVANIA PLAN SHARE AWARD AGREEMENT2011 Recognition and Retention Plan and Trust Agreement • August 12th, 2011 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered
THIS AGREEMENT is made as of this 20th day of July 2011 (hereinafter referred to as the “Date of Grant”) by and between Alliance Bancorp, Inc. of Pennsylvania (the “Corporation”) and ___________________ (the “Recipient”). Capitalized terms, unless otherwise defined herein, shall have the same meanings as set forth in the Plan (as hereinafter defined).
STANDSTILL AGREEMENTStandstill Agreement • February 20th, 2014 • Alliance Bancorp, Inc. Of Pennsylvania • Savings institutions, not federally chartered • Delaware
This Standstill Agreement (this “Agreement”) is made by and between Alliance Bancorp, Inc. of Pennsylvania (“Alliance Bancorp”) on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., PL Capital Focused Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer, Richard J. Lashley, Howard Henick, ScurlyDog Capital, LLC, SD Capital Partners, LLC and SD Financial Institutions and Value Opportunity Fund, LP (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (Alliance Bancorp and the PL Capital Parties together, collectively, the “Parties”). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
