NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN (APPROVED BY SHAREHOLDERS, APRIL 25, 2005) STOCK OPTION AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND
EXHIBIT
10.1
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
(APPROVED
BY SHAREHOLDERS, APRIL 25, 2005)
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
_____________________________________ (the
Optionee)
|
Date
of Grant: |
May
3, 2005 |
|
Number
of Shares: |
______________
shares |
|
Purchase
Price: |
$23.43
per share |
|
Option
Expires: |
June
3, 2015 |
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
This
Stock Option Agreement dated May 3, 2005, between National Penn Bancshares, Inc.
(the "Corporation") and _______________________ (the
"Optionee"),
WITNESSETH:
1. Grant
of Option
Pursuant
to the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan (the
"Plan"), this Agreement confirms the Corporation's grant to the Optionee,
subject to the terms and conditions of the Plan and subject further to the terms
and conditions herein set forth, of the right and option to purchase from the
Corporation all or any part of an aggregate of ______________________________
(_______) common shares (without par value) of the Corporation at the purchase
price of $23.43 per share, such option to be exercised as hereinafter
provided.
2. Terms
and Conditions
It is
understood and agreed that the option evidenced hereby is subject to the
following terms and conditions:
(a) Expiration
Date.
Subject to the provisions of Paragraph 2(d), the option evidenced hereby shall
expire on June 3, 2015 [10 years and one month from the date of
grant].
(b) Exercise
of Option. The
option evidenced hereby shall not be exercisable by the Optionee prior to May 3,
2007 [the second anniversary of the date of grant]. This option, to the extent
exercisable at any time, may be exercised in whole or in part. Any exercise
shall be accompanied by a written notice to the Corporation specifying the
number of shares as to which the option is being exercised.
(c) Payment
of Purchase Price Upon Exercise. The
option exercise price for the shares as to which this option shall be exercised
shall be paid in cash or as otherwise permitted by the Plan and the
Committee.
(d) Exercise
Upon Death, Disability, Retirement or other Termination of Service as
Director.
(1) If the
Optionee's service as a director of the Corporation terminates due to death,
Disability or Retirement (as defined in the Plan), this option (whether or not
exercisable by the director immediately prior to ceasing to be a director) will
be exercisable at any time prior to the expiration date of this option or within
five years after the date the Optionee ceases to be a director, whichever is the
shorter period.
(2) If the
Optionee’s service as a director of the Corporation terminates for any reason
other than death, Disability or Retirement (including resignation as a director
of the Corporation before reaching the age for mandatory retirement under the
Corporation's bylaws), this option, if and to the extent not yet exercisable,
will terminate, and if and to the extent then exercisable may be exercised by
the Optionee at any time prior to the expiration date of this option or within
three months after the date of resignation, whichever is the shorter
period.
(e) Transferability. This
option shall be transferable by Will or by the laws of descent and distribution.
During the lifetime of the Optionee, this option may be transferred to the
extent permitted by, and subject to the conditions imposed by, the Plan and the
Committee.
(f) 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 common shares
shall occur, the number and class of shares subject to this option and the price
per share thereof (but not the total price) 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
Optionee.
(g) No
Rights as Shareholder. The
Optionee shall have no rights as a shareholder with respect to any common shares
subject to this option prior to the date of issuance to him or her of a
certificate or certificates for such shares.
(h) No
Right To Continued Directorship. This
option shall not confer upon the Optionee any right to continue as a director of
the Corporation or any 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.
(i) Compliance
with Law and Regulations. This
option and the obligation of the Corporation to sell and deliver shares
hereunder 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.
(j) Change-in-Control. If
any "Change-in-Control" (as defined in the Plan) occurs, this option shall
become immediately and fully exercisable whether or not otherwise then
exercisable.
3. Investment
Representation
The
Committee may require the Optionee to furnish to the Corporation, prior to the
issuance of any shares upon the exercise of all or any part of this option, an
agreement (in such form as such Committee may specify) in which the Optionee
represents that the shares acquired by him or her upon exercise are being
acquired for investment and not with a view to the sale or distribution
thereof.
4. Optionee
Bound by Plan
The
Optionee 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 will require as a condition precedent to the exercise of this option
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 Reading Avenues, Boyertown, Pennsylvania 19512, Attention:
Corporate Secretary, and any notice hereunder to Optionee 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 by a duly authorized officer and the Optionee has executed this
Agreement, both as of the day and year first above written.
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NATIONAL
PENN BANCSHARES, INC. |
OPTIONEE | |
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