NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND (the Grantee)
EXHIBIT
10.3
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
_______________
(the
Grantee)
Date
of
Grant:
_______________
Number
of Restricted
Stock
Units:
_____
RSUs
End
of Restricted Period
(Vesting
Period): January
24, 2008
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NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
This
Restricted Stock Unit Agreement
dated as of ____________, 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 _____ restricted stock units, each unit being the 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 January 24, 2008 (the “Restricted
Period”). The time period restrictions will lapse, and the RSUs will
vest, on January 24, 2008, 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 2007, as adjusted for the 3% stock
dividend issued September 30, 2007 (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
- $1.29 per
share 400
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Market/Budget
Target - $1.34 per
share 900
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·
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Stretch
Target - $1.40 per
share 1,000
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·
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Optimum
- $1.45 per
share 1,100
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In
the
event of any further 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.
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(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.
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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.
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(Signature)
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Chairman,
Compensation Committee
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______________________________
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(Print
Name)
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______________________________
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(Print
Address)
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