Contract
Exhibit
10.3
FORM
OF
This
Performance Share Award Cancellation Agreement (this “Agreement” is made as of
January 28, 2008 between ___________________ (the “Recipient”) and KNBT Bancorp,
Inc. (the “Company”).
WHEREAS,
the
Recipient was granted on [date],
2006
a performance share award (the “Award”) consisting of _____shares of
common stock, par value $.01 per share ("Common Stock"), of the Company pursuant
to the 2004 Recognition and Retention Plan and Trust Agreement (the
“Plan”);
WHEREAS,
the
Company has entered into the Agreement and Plan of Merger by and between
National Penn Bancshares, Inc. (“National Penn”) and the Company dated as of
September 6, 2007 (the “Merger Agreement”), whereby the Company will be merged
with and into National Penn (the “Merger”);
WHEREAS,
the
earning of the Award is subject to the achievement of specified performance
targets of the Company with respect to the Company’s financial performance for
the fiscal year ended December 31, 2008 (the “Performance
Targets”);
WHEREAS,
the
Merger is expected to be completed on February 1, 2008;
WHEREAS,
the
earning of the Award is not accelerated upon completion of the Merger;
and
WHEREAS,
in
light of the pending Merger and the likelihood of achieving the Performance
Targets, the parties to this Agreement desire that the Award be
cancelled.
NOW,
THEREFORE, IT
IS AGREED, that the Award be and is hereby canceled as of the date
hereof. The Recipient acknowledges that the Recipient shall have no claims
or
rights against the Company or National Penn under or in respect of the Award.
The Recipient has surrendered to the Company the original of the Performance
Share Award Agreement representing the Award. Whether or not the
Merger Agreement is terminated, this Agreement will remain in full force
and
effect.
IN
WITNESS
WHEREOF, the undersigned has caused this Agreement to be executed as of
the date first written above.
KNBT
BANCORP,
INC.
By:
_________________________________
Xxxxx
X.
Xxxxxx
President
and Chief
Executive Officer
By:
_________________________________
Recipient
