NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATON PLAN RESTRICTED STOCK UNIT AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND
EXHIBIT
10.9
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NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATON
PLAN
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
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_____________________
(the
Grantee)
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Date
of Grant:
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February
25, 2008
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Number
of Restricted
Stock
Units:
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000
XXXx
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End
of Restricted Period
(Vesting Period):
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February
25, 2009
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NPBank
Restricted Stock RSU Agreement - 2008
NATIONAL
PENN BANCSHARES,
INC.
LONG-TERM
INCENTIVE
COMPENSATION PLAN
This
Restricted Stock Unit Agreement
dated as of February 25, 2008, between National Penn Bancshares, Inc. (the
"Corporation") and ___________________ (the "Grantee"),
WITNESSETH:
1.
Grant of Restricted
Stock Units
Pursuant
to the National Penn
Bancshares, Inc. Long-Term Incentive Compensation Plan (the "Plan"), this
Agreement confirms the Corporation's grant to the Grantee, subject to the terms
and conditions of the Plan and to the terms and conditions set forth herein,
of
an aggregate of 400 restricted stock units, each unit being a right to receive
in the future one share of common stock (without par value) of the Corporation
(“RSUs”).
2.
Terms and
Conditions
It
is understood and agreed that the
grant of RSUs is subject to the following terms and conditions:
(a)
Restricted (Vesting)
Period. The restricted period of time is from the date of this
Agreement through February 25, 2009 (the “Restricted Period”). The
time period restrictions will lapse, and the RSUs will vest, on February 25,
2009, but only if the Grantee remains in office as a director of the Corporation
or its subsidiary, National Penn Bank (the “Bank”), through the end of the
Restricted Period.
(b)
Performance
Restrictions. In addition to the time restrictions set forth in Section
2(a), the RSUs are issued subject to the following earnings per share
performance goals for the Corporation for 2008 (the “Performance Restrictions”),
and shall only vest if and to the extent that the Performance Restrictions
are
satisfied. Performance results shall be determined at the end of the
Restricted Period and shall be interpolated as necessary between the various
targets to determine vesting at that time:
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·
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Threshold
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$
1.20 per share
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350
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·
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Target
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$
1.33 per share
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375
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·
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Optimum
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$
1.44 per share
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400
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In
the
event of any stock dividend or stock split affecting the Corporation’s common
stock, the aforesaid Performance Restrictions shall be adjusted appropriately
and equitably, as shall be determined by the Committee.
(c)
Crediting of RSUs
to
Account. The RSUs will be credited to an account in the name
of the Grantee. Neither the account nor any RSUs credited to the
account may be sold, transferred, pledged, assigned or otherwise alienated,
hypothecated or disposed of. Prior to actual payment of the RSUs in
shares of the Corporation’s common stock pursuant to Section 2(f), the RSUs
shall represent an unsecured obligation of the Corporation payable, if at all,
from the general assets of the Corporation.
(d)
Dividend and Voting
Rights. The RSUs shall be entitled to receive equivalents of
all dividends and other distributions paid with respect to shares of the
Corporation’s common stock during the Restricted Period and thereafter until
actual payment is made to the Grantee of the RSUs as issued shares of common
stock. Dividend equivalents shall be deemed invested in additional
RSUs on each dividend payment date, based on the fair market value of the
Corporation’s common stock on the dividend payment date. RSUs shall
have no voting rights.
(e)
Forfeiture. Notwithstanding
any contrary provision of this Agreement, the balance of the RSUs that do not
vest at the end of the Restricted Period pursuant to Section 2(a) and 2(b)
will
thereupon be forfeited and automatically cancelled at no cost to the
Corporation.
(f)
Payment of RSUs
as
Stock. All RSUs that become vested pursuant to Section
2(a) and 2(b) shall be paid to the Grantee in actual shares of the Corporation’s
common stock (one share for each RSU), upon the Grantee’s termination of service
as a director of the Corporation or the Bank.
(g)
Death or
Disability. If the Grantee's service as a director of the
Corporation or the Bank terminates due to death or Disability (as defined in
the
Plan), any remaining Restricted Period shall automatically terminate and lapse
immediately, but the Performance Restrictions shall remain in full force and
effect.
(h)
Retirement.
If the Grantee's
service as a director of the Corporation or the Bank terminates
due to Retirement (as defined in the Plan, including a resignation in accordance
with the mandatory retirement provisions of the Corporation’s or Bank’s Bylaws),
any remaining Restricted Period shall automatically terminate and lapse
immediately, but the Performance Restrictions shall remain in full force and
effect. RSUs that would otherwise vest under the Performance Restrictions shall
only vest, pro rata, for that period of time preceding the Grantee’s termination
of service as a director due to Retirement.
(i)
Transferability. All
rights with respect to the RSUs shall be exercisable during the Grantee’s
lifetime only by the Grantee. Prior to the payment of the RSUs in actual shares
pursuant to Section 2(f), the RSUs shall be transferable only by Will or by
the
laws of descent and distribution.
(j)
Adjustment and
Substitution of Shares. If any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend,
split-up, share combination, or other change in the corporate structure of
the
Corporation affecting the Corporation’s shares of common stock shall occur, the
number and class of RSUs shall be adjusted or substituted for, as the case
may
be, as shall be determined by the Committee to be appropriate and equitable
to
prevent dilution or enlargement of rights, and provided that the number of
shares shall always be a whole number. Any adjustment or substitution so made
shall be final and binding upon the Grantee.
(k)
No Right To Continued
Directorship. This grant of RSUs shall not confer upon the
Grantee any right to continue as a director of the Corporation, the Bank or
any
other subsidiary, nor shall it interfere in any way with the rights of the
shareholders of the Corporation or the Board of Directors to elect and remove
directors.
(l)
No Rights As
Shareholder. This grant of RSUs shall not confer upon the
Grantee any rights as a shareholder of the Corporation, and the Grantee shall
acquire such rights only upon the payment of the RSUs in actual shares pursuant
to Section 2(f).
(m)
Compliance with
Law
and Regulations. This grant of RSUs shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required. The
Corporation shall not be required to issue or deliver any certificates for
common shares prior to (1) the effectiveness of a registration statement under
the Securities Act of 1933, as amended, with respect to such shares, if deemed
necessary or appropriate by counsel for the Corporation, (2) the listing of
such
shares on any stock exchange on which the common shares may then be listed,
or
upon the Nasdaq Stock Market if the common shares are then listed thereon,
and
(3) compliance with all other applicable laws, regulations, rules and orders
which may then be in effect.
(n)
Change-in-Control. If
any "Change-in-Control" (as defined in the Plan) occurs, the Restricted Period
shall immediately lapse and the Performance Restrictions shall be deemed
immediately satisfied in full.
3.
Investment
Representation
The
Committee may require the Grantee
to furnish to the Corporation, prior to the issuance of any shares of common
stock in payment of the RSUs, an agreement (in such form as such Committee
may
specify) in which the Grantee represents that the shares acquired by him or
her
are being acquired for investment and not with a view to the sale or
distribution thereof.
4.
Grantee Bound by
Plan
The
Grantee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
of
the Plan, as in effect on the date hereof and as it may be amended from time
to
time in accordance with its terms, all of which terms and provisions are
incorporated herein by reference. If there shall be any inconsistency
between the terms and provisions of the Plan, as in effect from time to time,
and those of this Agreement, the terms and provisions of the Plan, as in effect
from time to time, shall control.
5.
Committee
All
references herein to the
“Committee” mean the Compensation Committee of the Board of Directors of the
Corporation (or any successor committee designated by the Board of Directors
to
administer the Plan).
6.
Withholding of
Taxes
The
Corporation may require as a
condition precedent to the issuance of any shares of common stock in payment
of
the RSUs that appropriate arrangements be made for the withholding of any
applicable Federal, state and local taxes.
7.
Notices
Any
notice hereunder to the Corporation
shall be addressed to it at its office, Philadelphia and Xxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Corporate Secretary, and any notice
hereunder to Grantee shall be addressed to him or her at the address below,
subject to the right of either party to designate at any time hereafter in
writing some other address.
IN
WITNESS WHEREOF, National Penn
Bancshares, Inc. has caused this Agreement to be executed and the Grantee has
executed this Agreement, both as of the day and year first above
written.
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NATIONAL
PENN BANCSHARES, INC.:
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GRANTEE:
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By:
_____________________________
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____________________________________
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J.
Xxxxx Xxxxxxxx, Xx.
Chairman,
Compensation Committee
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(Signature)
_______________________________
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(Print
Name
_______________________________
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(Print
Address)
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