EMPLOYMENT AGREEMENT
EXHIBIT
10.3
Execution
Copy
EMPLOYMENT
AGREEMENT ("Agreement")
dated June 25, 2007, by and among NATIONAL PENN BANCSHARES, INC., a Pennsylvania
business corporation and registered bank holding company ("NPB"); CHRISTIANA
BANK & TRUST COMPANY, a Delaware banking corporation ("Bank"); and XXXXXX X.
XXXXXXXX ("Executive") (NPB and Bank are sometimes referred to herein
collectively as "Employer").
BACKGROUND
1. Executive
is presently
employed by Bank as its Executive Vice President, Trust.
2. On
June 25, 0000, XXX and
Bank entered into an Agreement of Reorganization and Merger providing, among
other things, for the merger of an interim, direct wholly owned subsidiary
of
NPB with and into Bank (the “Merger”).
3. It
is the desire of the
Boards of Directors of NPB and Bank that Executive continue Executive’s
employment from and after the effective date of the Merger (the “Effective
Date”), on the terms and conditions set forth herein, in order that the
experience Executive has gained throughout Executive’s career and the management
ability Executive has demonstrated will continue to be available to NPB and
Bank. Executive is willing to continue such employment, on the terms
and conditions set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the
mutual promises contained herein, and each intending to be legally bound, NPB,
Bank and Executive agree as follows:
1. Background. The
matters set forth in the "Background" section of this Agreement are incorporated
by reference herein.
2. Term. Unless
earlier terminated as provided in Sections 9 through 13 hereof, the term of
Executive’s employment pursuant hereto (the “Term”) shall commence on the
Effective Date and shall continue for a period of two (2)
years. Commencing on the second (2nd) anniversary
of
the Effective Date and each anniversary thereafter, the Term shall automatically
be extended for additional one (1) year periods unless either Employer or
Executive shall have given notice to the other not less than six (6) months
in
advance of the applicable anniversary that either does not intend to extend
the
Term.
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3. Position,
Duties.
(a) During
the Term, NPB will cause Executive to be employed as Executive Vice President,
Trust of Bank. Executive accepts such employment, with such powers
and duties as may from time to time be determined by NPB's
President/CEO. During the Term, Employer will employ Executive (i)
within the State of Delaware, or (ii) within a thirty (30) mile radius of any
existing Employer location in the state of Delaware.
(b) Executive
will devote substantially all of Executive’s time and attention to, and will use
Executive’s best energies and abilities in the performance of, Executive’s
duties and responsibilities as prescribed in this Section 3, and will not engage
in consulting work or any trade or business for Executive’s own account or for
or on behalf of any other person, firm or corporation which competes, conflicts,
or interferes with the performance of Executive’s duties hereunder in any
way. Notwithstanding the foregoing, Executive may (i) perform
community service consistent with NPB and Bank policy; (ii) engage in activities
on behalf of NPB or Bank or for Executive’s own account; and (iii) serve as a
member on the Board of Directors of each of PHEAA Foundation and RCMC, Inc.
(the
“External Boards”); provided, however, that all such service or activities do
not interfere with performance of Executive's responsibilities under this
Agreement, and further provided that Executive shall pay to Bank any Directors’
fees received by Executive in connection with his membership on the External
Boards.
4. Base
Compensation. Except as provided in Section 17, for all services
to be performed by Executive pursuant to Section 3, Employer will pay Executive
a base salary of One Hundred Eighty-Five Thousand Dollars ($185,000.00)1 per
year. Employer shall pay such salary to Executive in approximately
equal installments during each year on the customary salary payment dates of
Employer, and such salary shall be subject to applicable income tax withholding,
deductions required by law, and other deductions authorized by
Executive. Executive shall not be entitled to any additional
compensation for service as a director or committee member of NPB, Bank or
any
other affiliated company. Executive’s salary will be reviewed
annually in a process consistent with similarly situated executives of
XXX.
0. Health
Insurance, Benefit Plans, Stock Compensation Plans, etc.
(a) In
addition to the compensation payable to Executive pursuant to Section 4 hereof,
Executive shall be entitled during the time this Agreement is in effect to
participate in all group insurance, 401(k) plans, employee stock purchase plans
or other plans (other than pension plans) providing benefits applicable
generally to employees of NPB or Bank which are presently in force or which
may
hereafter be adopted by NPB or Bank.
(b) Executive
shall also be eligible during the time this Agreement is in effect for receipt
of stock options, restricted stock, or other equity awards, commensurate
with
1
Executive's first annual review date for
salary is June, 2008.
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Executive’s
positions with NPB and Bank, pursuant to NPB's Long-Term Incentive Compensation
Plan or any successor or additional stock option plan or stock compensation
plan
which may hereafter be adopted by NPB for officers and other key employees
of
NPB and its subsidiaries. Any discretionary terms of grants or awards
to Executive (other than with respect to amount) shall be consistent with grants
or awards to other senior officers generally.
(c) During
the Term, Bank shall pay on Executive’s behalf that portion of all premium
payments for which Executive is responsible under Executive’s externally
provided health insurance and benefit plan.
6. Bonuses. As
additional compensation for services rendered hereunder, Executive shall be
entitled to participate in an Executive Incentive Plan of
Bank (the “Incentive Plan”), which shall be mutually
agreed upon between Bank and NPB on an annual basis.
7. Other
Benefits. Except as provided in Section 17, as additional
compensation for services rendered hereunder, Executive shall be entitled during
the time this Agreement is in effect:
(a) To
life insurance coverage and long-term disability insurance coverage, at no
expense to Executive, in such amounts (the life insurance not to exceed $200,000
coverage) and on such terms and conditions as are made available to other
employees of Employer in commensurate positions with Executive (Executive shall
be responsible for income taxes on imputed income for life insurance coverage
over $50,000);
(b) To
receipt of a cellular telephone allowance, in such amount as shall be determined
by Employer from time to time, in Employer’s sole discretion, but in no event
less than One Hundred Dollars ($100.00) per month;
(c) To
five (5) weeks vacation per year and reasonable sick leave in accordance with
Employer policy, as the sick leave policy may be revised from time to time;
and
(d) To
the terms of Executive’s Supplemental Executive Retirement Plan presently in
effect (“SERP”).
8. Change
in Control.
(a) If,
following the second (2nd) anniversary
of
the Effective Date, a Change in Control (as defined in Section 8(b)) shall
occur, and if thereafter, there shall be:
(1) At
any time, any involuntary termination of Executive's employment (other than
for
Cause (as defined in Section 12(a));
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(2) At
any time, any reduction in Executive's title, responsibilities or authority,
including such title, responsibilities or authority as such may be increased
from time to time;
(3) At
any time, any reduction in Executive's Salary in effect immediately prior to
a
Change in Control, or any failure to provide Executive with benefits at least
as
favorable as those enjoyed by Executive under any of the pension, life
insurance, medical, health and accident, disability or other employee plans
of
Employer in which Executive participated immediately prior to a Change in
Control, or the taking of any action that would materially reduce any of such
compensation or benefits in effect at the time of the Change in Control, unless
such reduction relates to a reduction applicable to all employees
generally;
(4) At
any time, any reassignment of Executive beyond a fifty (50) mile radius from
Executive's address provided on the signature page hereto; or
(5) At
any time, any requirement that Executive travel in performance of Executive’s
duties on behalf of NPB or an Affiliate for a greater period of time during
any
year than was required of Executive during the year preceding the year in which
the Change in Control occurred;
then,
at
the option of Executive, exercisable by Executive within one hundred eighty
(180) days of the occurrence of any of the foregoing events, Executive may
resign from employment (or, if involuntarily terminated, give notice of
intention to collect benefits hereunder) by delivering a notice in writing
to
Employer, in which case Executive shall be entitled to a lump sum cash severance
payment in the amount of $100,000, which Employer shall pay to Executive within
thirty (30) days of Executive's termination of employment.
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(b)
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"Change
in Control" means:
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(1) A
merger, consolidation or other reorganization of Bank, except where the
resulting entity is controlled, directly or indirectly, by NPB;
(2) A
merger, consolidation or other reorganization of NPB, except where shareholders
of NPB, immediately prior to consummation of any such transaction, continue
to
hold at least a majority of the voting power of the outstanding voting
securities of the legal entity resulting from or existing after any such
transaction and a majority of the members of the Board of Directors of
the legal entity resulting from or existing after any such transaction are
former members of NPB's Board of Directors;
(3) A
sale, exchange, transfer or other disposition of substantially all of the assets
of Bank to another entity, except to an entity controlled, directly or
indirectly, by NPB; or
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(4) A
sale, exchange, transfer or other disposition of substantially all of the assets
of NPB to another entity, or a corporate division involving NPB.
(c) “Affiliate”
means any corporation which is included within a “controlled group of
corporations” including NPB, as determined under Section 1563 of the
Code.
(d) “Code”
means the Internal Revenue Code of 1986, as amended, and as the same may be
amended from time to time.
(e) “Employer”
includes, for purposes of this Section 8 only, NPB or any Affiliate which
employs Executive at any particular time.
(f) “Salary”
means Executive’s annual base salary, established either by contract or by the
Board of Directors of Employer, prior to any reduction of such salary pursuant
to any contribution to a tax-qualified plan under Section 401(k) of the
Code.
9. Termination--Disability. Employer
may terminate Executive's employment at any time if Executive shall be
"disabled." "Disability" means that Executive is unable to engage in
substantial gainful activity by reason of any medically determinable physical
or
mental impairment that can be expected to result in death or can be expected
to
last for a continuous period of not less than one (1) year. In such
event:
(a) This
Agreement shall remain in effect for the remainder of the Term and terminate
at
the end of such Term;
(b) Employer
shall continue to pay Executive the compensation set forth in Section 4 for
the
remainder of the Term, at the times set forth in Section 4;
(c) Employer
shall continue to pay Executive the compensation set forth in Section 6, if
any,
at the times and for the duration set forth in the Incentive Plan;
and
(d) Employer
shall make payments as provided in Executive’s SERP.
10. Termination--Death. If
Executive's employment is terminated because of Executive's death:
(a) This
Agreement shall terminate at that time;
(b) Within
thirty (30) days of the date of death, Employer shall pay to Executive's
designated beneficiary, in one lump sum, an amount equal to the total amount
of
compensation remaining to be paid to Executive pursuant to Section 4 through
the
remaining Term of the Agreement and Section 6 for the remaining period set
forth
in the Incentive Plan; and
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(c) Employer
shall make payments as provided in Executive’s SERP.
11. Voluntary
Termination. Executive may terminate Executive’s employment with
Employer at any time. In such event:
(a) This
Agreement shall terminate at that time;
(b) Employer
shall not be obligated to pay Executive any further compensation pursuant to
Section 4 or otherwise, except that the following shall remain due and payable
by Employer to Executive notwithstanding termination of this
Agreement:
(1) Section
4 compensation, if any, accrued and unpaid through the date of voluntary
termination;
(2) The
remaining amount payable to Executive pursuant to Section 6, if any, in
accordance with the Incentive Plan;
(3) The
amount payable to Executive pursuant to Section 8, if any; and
(c) Employer
shall make payments as provided in Executive’s SERP.
12. Termination--Cause. Nothing
contained in this Agreement shall be construed to prevent Employer from
terminating the employment of Executive hereunder at any time for
"Cause".
(a) "Cause"
means the Employer's good faith reasonable belief that the Executive committed
(1) fraud, theft or embezzlement, (2) falsified corporate records,
(3) disseminated confidential information concerning customers, NPB, Bank,
any NPB or Bank subsidiary or any of its or their employees, (4) had
documented unsatisfactory job performance under NPB's dismissal policy, or
(5) violated NPB's Code of Conduct. The foregoing definition of
"Cause" is the definition of "Cause" used by NPB, Bank and their subsidiaries
in
the ordinary course of business.
(b) If
Employer terminates Executive's employment for Cause:
(1) Employer
shall give Executive a written notice of termination effective on the date
specified by Employer in said notice, which notice shall contain a full
statement of the facts and reasons for such termination;
(2) This
Agreement shall terminate at such time;
(3) Employer
shall not be obligated to pay Executive any further compensation pursuant to
Section 4 or otherwise, except for (A) Section 4 compensation, if any, accrued
and unpaid through the date of termination and (B) the remaining amount
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payable
to Executive pursuant to Section 6, if any, in accordance with the Incentive
Plan; and
(4) Employer
shall make payments, if any, in accordance with the terms of Executive’s
SERP.
13. Termination--Without
Cause. Employer may terminate Executive's employment at any time
without Cause. In such event:
(a) This
Agreement shall remain in effect for the remainder of its Term and terminate
at
the end of the Term;
(b) Employer
shall continue to pay Executive the compensation set forth in Section 4 for
the
remainder of the Term, at the times set forth in Section 4;
(c) Employer
shall continue to pay Executive the compensation set forth in Section 6, if
any,
at the times and for the duration set forth in the Incentive Plan;
(d) For
the remainder of the Term, Bank shall continue to pay on Executive’s behalf that
portion of all premium payments for which Executive is responsible under
Executive’s externally provided health insurance and benefit plan;
(e) If
a Change in Control shall occur prior to the end of the Term, Employer shall
pay
to Executive the payment to which Executive is entitled pursuant to Section
8;
(f) Employer
shall make payments as provided in Executive’s SERP; and
(g) Executive
shall not receive any other employee benefits, including the benefits described
in Section 7 of this Agreement, or be entitled to participate in any other
plan
or plans providing benefits generally to employees of Employer which are
presently in effect or which may hereafter be adopted by Employer, for the
remainder of the Term.
14. Non-Competition
and Non-Solicitation. Executive acknowledges that NPB is a registered bank
holding company engaged principally in the commercial and retail banking
business, as well as the trust and asset management and insurance agency
businesses, through its ownership, support, operation and management of its
subsidiaries, including Bank.
(a) During
the Term, and for a period of one (1) year thereafter, or if Executive shall
voluntarily terminate employment with Employer pursuant to Section 11 hereof,
for a period of one (1) year, or in the case of such voluntary termination
following any Change in Control of NPB, for a period of ninety (90) days, after
the termination of Executive's employment, Executive shall not, directly or
indirectly, acting alone or in conjunction with others:
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(1) Engage
as a director, officer, employee, partner, shareholder, consultant, agent or
in
any other capacity, in the commercial or retail banking or trust business in
competition with NPB, Bank or any other entity in the NPB “controlled group” as
determined under Section 1563 of the Code (the “NBP Controlled Group”) at that
time in any location within fifty (50) miles of Greenville, New Castle County,
Delaware (which area shall be reduced to a twenty-five (25) mile radius around
Greenville, Delaware after a Change in Control); or
(2) Request
any customers of NPB, Bank or any other entity in the NPB Controlled Group
at
that time to curtail or cancel their business with NPB, Bank, or any other
such
NPB entity, excluding himself and any customer who is a relative of
Executive.
Personal
investments in publicly-traded
companies with voting power less than five percent (5%) shall not be deemed
an
activity prohibited by this Section 14.
Notwithstanding
the foregoing, if
Employer terminates Executive’s employment without Cause pursuant to Section 13
hereof, Executive shall not be bound by the terms of this Section
14(a).
(b) During
the Term, and for a period of two (2) years thereafter, or if Executive shall
voluntarily terminate employment with Employer pursuant to Section 11 hereof,
for a period of two (2) years after the termination of Executive's employment,
Executive shall not, directly or indirectly, acting alone or in conjunction
with
others, induce, or attempt to influence, any employee of NPB, Bank, or any
other
entity in the NPB Controlled Group during the Term or at the time of termination
of employment, to terminate employment with NPB, Bank, or any other such NPB
entity, or to enter into any employment or other business relationship with
any
other person (including Executive), firm or corporation.
Executive
recognizes that immediate and
irreparable damage will result to Employer if Executive breaches any of the
terms and conditions of this Section 14 and, accordingly, Executive hereby
consents to the entry by any court of competent jurisdiction of an injunction
against him to restrain any such breach, in addition to any other remedies
or
claims for money damages which Employer may seek. Executive
represents and warrants to Employer that Executive’s experience and capabilities
are such that Executive can obtain employment in business without breaching
the
terms and conditions of this Section 14, and the enforcement hereof by
injunction or otherwise will not prevent Executive from earning a
livelihood.
15. Non-Disclosure. During
the Term and for an indefinite period thereafter, Executive shall not, directly
or indirectly, acting alone or in conjunction with others, disclose to any
person, firm or corporation any of the following information: any trade secret,
any details of organization or business affairs, any names of past or present
customers, consumers or employees, or any other proprietary data or confidential
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information,
of NPB, Bank, or of any of NPB's other direct or indirect, present or future,
subsidiaries or affiliates; provided, however, that disclosure of such
information within the scope of Executive's employment, disclosure of such
information as is required by law, and disclosure of such information already
in
the public domain through no fault of Executive, shall not be prohibited by
this
Section 15.
Employer
may enforce the provisions of
this Section 15 by suit for damages, injunction, or both. Executive
agrees that Employer would be irreparably injured by the breach of any provision
of this Section 15, and money damages alone would not be an appropriate measure
of the harm to Employer from such continuing breach. Therefore,
Executive acknowledges and agrees that Employer may seek equitable relief,
including specific performance of the provisions of this Section 15, by
injunction to remedy a breach of the provisions of this Section
15. This Section 15 shall remain in full force and effect in
accordance with its provisions following any termination of this
Agreement.
16. Binding
Effect, Assignment.
(a) This
Agreement shall be binding upon and inure to the benefit of NPB and Bank, and
it
shall be assignable to any corporation, limited liability company or other
entity which may be or become the legal employer of all of NPB's and Bank's
current employees in which case both NPB and Bank shall be guarantors of the
due
performance of all obligations set forth herein and the term "Employer" used
herein shall include such assignee. This Agreement shall also be
assignable to any corporation, bank or other entity which may acquire NPB's
or
Bank's business or all or substantially all of the assets of NPB or Bank, or
with or into which NPB or Bank may be merged or consolidated, as provided in
Section 16(b).
(b) Each
of NPB and Bank shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the
business and/or assets of NPB or Bank to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that NPB or Bank would
be required to perform it if no such succession had taken
place. Failure to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute a breach of this
Agreement, in which case a Change in Control shall be deemed to have occurred
and Executive shall have the immediate right to take the actions and receive
the
payments provided in Section 8. As used in this Agreement, "NPB" and
"Bank" shall mean NPB and Bank as previously defined and any successor to the
business and/or assets of NPB or Bank as aforesaid which assumes and agrees
to
perform this Agreement by operation of law or otherwise.
(c) This
Agreement shall be binding upon and inure to the benefit of Executive,
Executive’s personal and legal representatives, heirs, distributees, devisees
and assigns. Notwithstanding the foregoing, the obligations and
duties of Executive hereunder shall be personal and not assignable or delegable
by Executive in any manner whatsoever.
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17. Exception
for Across-the-Board Actions. If, during the Term, the Boards of
Directors of NPB and Bank shall determine, acting in good faith and with a
reasonable basis, that it is in the best interests of NPB, Bank and NPB's
shareholders to implement one or more broad, across-the-board cost-cutting
measures for all members of senior management, then, notwithstanding Sections
4
and 7, Executive's base compensation and other benefits may be reduced in
accordance with such cost-cutting measures in a manner consistent with any
such
reductions in base compensation and/or other benefits for other senior officers
generally, except that this provision shall not apply to Executive’s
SERP.
18. Employment
After Term; Survival of Provisions. Upon expiration of the Term,
as it may be extended from time to time:
(a) Executive's
employment status shall convert to "at will" employment status;
(b) except
as set forth in (c) below, only Section 8 of this Agreement shall remain in
effect for so long as Executive shall remained employed by Employer;
and
(c) the
provisions of Sections 14 and 15 relating to non-competition and non-disclosure
shall remain in full force and effect in accordance with their respective
provisions.
19. Notices. All
notices or other communications hereunder shall be in writing and shall be
deemed given upon delivery if delivered personally or two (2) business days
after mailing if mailed by prepaid, registered or certified mail, return receipt
requested, addressed as follows:
If
to NPB or Bank, to:
Xxxxx
X. Xxxxx
President
and Chief Executive
Officer
National
Penn Bancshares,
Inc.
Reading
and Xxxxxxxxxxxx
Xxxxxxx
Xxxxxxxxx,
XX 00000
If
to Executive, at the address set
forth on the signature page hereto.
or
to
such other address as may have been previously furnished by the party to the
other by notice given in the manner provided herein.
20. Entire
Agreement. This Agreement is intended by the parties to
constitute and does constitute the entire agreement between NPB, Bank and
Executive with respect to the subject matter hereof. This Agreement
supersedes any and all prior agreements, understandings, negotiations and
discussions of the parties, whether oral or written.
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21. Amendment. This
Agreement may be amended, modified, waived, discharged or terminated only by
an
instrument in writing signed by Executive, an authorized officer of NPB or
an
authorized officer of Bank, as the case may be, against whom or which
enforcement of the amendment, modification, waiver, discharge or termination
is
sought.
22. Governing
Law. This Agreement shall be governed by and construed in
accordance with the domestic internal law of the Commonwealth of
Pennsylvania.
23. Interpretation
of Provisions. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under
applicable law, but if any provision of this Agreement shall be prohibited
by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement. Without
limiting the generality of the foregoing, if a court of competent jurisdiction
shall determine that the time or geography provisions of Section 14 are not
reasonable, then such provision(s) shall be reformed to reflect such period
of
time or geographical areas as the court shall determine to be reasonable and
enforceable.
24. Captions. The
captions contained in this Agreement are for reference purposes only and are
not
part of this Agreement.
25. Joint
and Several Obligations. All obligations of NPB and Bank herein
shall be joint and several obligations.
26. Delay
of Certain Payments.
(a) Notwithstanding
anything to the contrary described herein, any payments payable to Executive
pursuant to Sections 9, 10, 12 and 13 of this Agreement shall not be paid prior
to the date which is six (6) months after the date of Executive’s separation of
service with Employer or any Affiliate which employs Executive at such
time. Any amount described in the preceding sentence otherwise
payable during the first six months following Executive’s separation from
service shall be accumulated and paid to Executive in a lump sum amount on
the
first date of the seventh (7th) month
following
the date of separation from service.
(b) In
addition, in no event shall this Agreement be construed to cause a payment
of
deferred compensation (as defined for purposes of Section 409A of the Code
and
any guidance or regulations promulgated thereunder) to be made on any date
(or
upon the occurrence of any event) which would cause the imposition of an excise
tax under Section 409A of the Code. In the event that this Agreement
purports to provide that such a payment is to be made on any date (or upon
the
occurrence of any event) which would cause the imposition of an excise tax
under
Section 409A of the
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Code,
such payment shall not be made until the earliest date on which (or upon the
occurrence of the next event upon which) such payment can be made without
causing the imposition of such an excise tax.
27. Termination
of Prior Agreement, Pay-Out of Change-in-Control Benefit.
(a) In
the event that (i) the Merger closes prior to January 1, 2008, and (ii)
Executive’s employment with Employer is terminated prior to January 1, 2008, but
on or after such Effective Date, Employer shall pay Executive an amount, at
such
time and in such form as provided under the Change in Control Agreement, dated
July 20, 2006, by and between Bank and Executive (the “Change in Control
Agreement”), equal to the amount calculated under Section 4(iv)(B) of the Change
of Control Agreement (after any required withholding, excise tax or any
reduction pursuant to Section 27(c) below, if applicable) (the “Payment”),
determined as if the date of Executive’s termination in (ii) above is
Executive’s “Date of Termination” as defined in the Change of Control Agreement,
in full satisfaction of all amounts and benefits payable to Executive under
the
Change in Control Agreement, and the terms of Section 27(b) below shall not
apply.
(b) In
the event that (i) the Merger closes on or after January 1, 2008, or (ii) the
Merger closes prior to January 1, 2008, and Executive remains employed with
Employer through January 1, 2008, Executive, or Executive’s estate or heirs if
Executive shall be deceased at the time of payment, shall be paid the Payment,
determined as if the applicable date described in (x) or (y) below is
Executive’s “Date of Termination” as defined in the Change of Control Agreement,
as soon as practicable after later of (x) January 1, 2008, or (y) the Effective
Date, but in no event later than the fifth (5th) business
day
following such date, in full satisfaction of all amounts and benefits payable
to
Executive under the Change in Control Agreement.
(c) The
reduction applicable to any Payment made pursuant to Sections 27(a) and 27(b)
above shall be calculated as follows: if the aggregate present value of (i)
the
Payment and (ii) any other payments to Executive by the Company that are
contingent upon a change of control (the "Total Payment") constitutes a
"parachute payment" under Section 280G of the Code, then the Payment shall
be
automatically reduced by the sum of (x) the aggregate present value of the
amount that the Total Payment exceeds three (3) times Executive's "base amount",
as such term is defined in Section 280G of the Code, and (y) One Dollar
($1.00).
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
NATIONAL
PENN BANCSHARES,
INC.
By: /s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
President &
CEO
CHRISTIANA
BANK & TRUST
COMPANY
By: /s/
Xxxxxxxx X. Xxxxxxxxxxxx
Name:
Xxxxxxxx X.
Xxxxxxxxxxxx
Title:
President &
CEO
Witness:/s/
W. Xxxxxxx Xxxxxxx,
XX /s/
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Address:
_____________________________
_____________________________
_____________________________
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