AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.2
AMENDMENT TO EMPLOYMENT
AGREEMENT
This
AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendatory Agreement”) is dated January 27, 2010, between
NATIONAL PENN BANCSHARES,
INC., a Pennsylvania business corporation (the “Company”), NATIONAL PENN BANK, a national
banking association (“Bank”), and XXXXX X. XXXXXX
(“Executive”).
BACKGROUND
1.
Executive was employed as the President and Chief Executive Officer of each of
KNBT Bancorp, Inc. (“KNBT”) and Keystone Nazareth Bank & Trust Company
(“KNBT Bank”) pursuant to an Amended and Restated Employment Agreement, dated
December 28, 2006 (the “Prior Agreement”).
2. On
September 6, 2007, the Company and KNBT entered into an Agreement (the “Merger
Agreement”) providing, among other things, for the merger of KNBT with and into
the Company, to be followed by the Bank Merger (as defined in the Merger
Agreement).
3. Pursuant
to the First Amendment to the Prior Agreement between the Company, the Bank,
KNBT and KNBT Bank and the Executive effective September 6, 2007, Executive
became employed by the Company as Senior Executive Vice President and Chief
Operating Officer and by the Bank as the President and Chief Executive
Officer.
4. Thereafter,
the Company, the Bank, KNBT and KNBT Bank entered into that certain Amended and
Restated Employment Agreement dated January 28, 2008, which superseded as of the
Effective Time (as defined in the Merger Agreement), any and all agreements
relating to the employment matters between the Company, the Bank, KNBT, KNBT
Bank and Executive (the “Agreement”).
5.
The Company, Bank and Executive desire to amend the Agreement as hereinafter set
forth.
AGREEMENT
NOW, THEREFORE, in
consideration of the mutual promises contained herein, and each intending to be
legally bound, the Company, Bank and Executive agree to amend the Agreement as
follows:
1. Background. The matters set
forth in the “Background” section of this Amendatory Agreement are incorporated
by reference herein.
2. Amendment. The
first sentence of Section 3(a) is hereby deleted in its entirety and replaced
with the following:
Throughout
the Employment Period, the Executive shall serve as the President and the Chief
Executive Officer of the Company and as the President and Chief
Executive
Officer
of the Bank, having such power, authority and responsibility and performing such
duties as are prescribed by or under the Bylaws of each of the Company and the
Bank and as are customarily associated with such positions.
3. Amendment. Section 3(b) is hereby
amended to read in its entirety as follows:
During the period of the Executive’s
employment hereunder, the Board of Directors of the Company will cause the
Company, as sole shareholder of the Bank, to elect and annually re-elect the
Executive to the Board of Directors of the Bank (unless it believes such action
would violate its fiduciary duties). On January 27, 2010, the Board
of Directors of the Company shall elect the Executive as a director of the
Company. Thereafter, during the period of the Executive’s employment
hereunder, the Board of Directors of the Company shall nominate the Executive
for election to the Board of Directors of the Company, for successive terms
(unless it believes such action would violate its fiduciary duties) and shall
recommend his election to the shareholders of the Company, subject to the
fiduciary duties of the Board of Directors of the Company. Upon any
termination of the Executive’s employment hereunder for any reason, including,
without limitation, a termination without cause, the Executive will concurrently
resign from the Boards of Directors of the Company and the Bank and, should the
Executive then be serving as a director of any direct or indirect subsidiary or
affiliate of the Company or Bank, from all such boards as well.
4. Amendment. The first sentence of
Section 4(a) is hereby deleted in its entirety and replaced with the
following:
In
consideration for the services to be rendered by the Executive hereunder, the
Employer shall pay to him a salary of Five Hundred Forty Thousand dollars
($540,000) annually (“Base Salary”).
5. Amendment. The
following new Section 29 is hereby added to the Agreement:
29. RESTRICTED
STOCK AWARD. The Compensation Committee of the Board of Directors of
the Company shall award the Executive, on January 28, 2010, 54,000 (or such
lesser number as may be permissible under the Troubled Asset Relief Program –
“TARP”) restricted shares of common stock of the Company, which shares shall be
subject to forfeiture only if the Executive’s employment with the Company and
Bank shall terminate before the expiration of the TARP compliance
period. This award will be made under the Company’s Long-Term
Incentive Compensation Plan and evidenced by a separate written agreement
containing such other terms and conditions as are customarily included by the
Company in such award agreements, all consistent with this Section
29.
6. Ratification. As amended
hereby, the Agreement is hereby ratified, confirmed and approved.
7. Governing
Law. This Amendatory
Agreement shall be governed by and construed in accordance with the domestic
internal law of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment on the date first above
written.
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NATIONAL PENN BANCSHARES,
INC.
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NATIONAL
PENN BANK
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By: /s/ Xxxxxx
X. Xxxxxx
Name: Xxxxxx
X. Xxxxxx
Title:
Chairman
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By: /s/ Xxxxxx
X. Xxxxxx
Name: Xxxxxx
X. Xxxxxx
Title: Chairman
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Witness:
/s/ H.
Xxxxxxxx Xxxxxxxxx
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/s/ Xxxxx
X. Xxxxxx
Xxxxx
X. Xxxxxx
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