NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND
EXHIBIT
10.11
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
_______________
(the
Grantee)
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Date
of Grant:
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January
25, 2006
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Number
of Restricted
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Stock
Units:
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1,100
RSUs
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End
of Restricted Period
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(Vesting
Period):
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January
25, 2007
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1
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
This
Restricted Stock Unit Agreement dated as of January 25, 2006, 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 1,100 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
25,
2007 (the “Restricted Period”). The time period restrictions will lapse, and the
RSUs will vest, on January 25, 2007, 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 2006 (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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· Threshold
- $1.20 per share
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400
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· Market
Target - $1.33 per share
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800
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· NPB
Target - $1.47 to $1.49 per share
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900
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· Optimum
- $1.62 per share
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1,100
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2
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.
3
(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.
4
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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J.
Xxxxx Xxxxxxxx, Xx.
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(Signature)
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Chairman,
Compensation Committee
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(Print
Name)
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(Print
Address)
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