NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND (the Grantee)
EXHIBIT
10.2
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
_____________
(the
Grantee)
Date
of
Grant: ___________
Number
of
Shares: _____shares
End
of Restricted Period
(Vesting
Period): January
24, 2008
1
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
This
Restricted Stock Agreement dated
as of ____________, between National Penn Bancshares, Inc. (the "Corporation")
and (the "Grantee"),
WITNESSETH:
1. Grant
of Restricted Stock
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 _____ shares of common stock (without par value) of the
Corporation (“shares of Restricted Stock”).
2. Terms
and Conditions
It
is understood and agreed that the
grant of shares of Restricted Stock is subject to the following terms and
conditions:
(a) Restricted
(Vesting) Period. The period of time during which the transfer of
shares of Restricted Stock is restricted is from the date of this Agreement
through January 24, 2008 (the “Restricted Period”). The time period
restrictions will lapse, and the Restricted Stock 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 shares of Restricted Stock 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:
|
·
|
Threshold
- $1.29 per
share 400
|
|
·
|
Market/Budget
Target - $1.34 per
share 900
|
|
·
|
Stretch
Target - $1.40 per
share 1,000
|
|
·
|
Optimum
- $1.45 per
share
1,100
|
2
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) Escrow
and Custody of Shares. Unless and until the shares of Restricted
Stock vest as provided in Section 2(a) and 2(b), such shares will be registered
in the name of the Grantee and issued in certificate form, and such certificate
or certificates will be held by the Secretary of the Corporation as escrow
agent
(“Escrow Agent”) and may not be sold, transferred, pledged, assigned or
otherwise alienated, hypothecated or disposed of until the termination of
the
Restricted Period and the satisfaction of the Performance Restrictions. The
Corporation may instruct the transfer agent for its common stock to place
a
legend on the certificates representing the shares of Restricted Stock or
otherwise xxxx its records as to the restrictions on transfer set forth in
this
Agreement. The certificate or certificates representing such shares of
Restricted Stock will not be delivered by the Escrow Agent to the Grantee
unless
and until the shares of Restricted Stock have vested and all other terms
and
conditions in this Agreement have been satisfied.
(d) Dividend
and Voting Rights. The shares of Restricted Stock shall be
entitled to receive all dividends and other distributions paid with respect
to
shares of the Corporation’s common stock during the Restricted
Period. The Grantee may exercise full voting rights with respect to
the shares of Restricted Stock during the Restricted Period.
(e) Forfeiture. Notwithstanding
any contrary provision of this Agreement, the balance of the shares of
Restricted Stock 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
transferred to and reacquired by the Corporation at no cost to the Corporation.
The Grantee hereby appoints the Escrow Agent, with full power of substitution,
as the Grantee’s true and lawful attorney-in-fact with irrevocable power and
authority in the name and on behalf of the Grantee to take any action and
execute all documents and instruments, including without limitation stock
powers, which may be necessary to transfer the unvested shares of Restricted
Stock and the certificate or certificates representing the same to the
Corporation upon determination of such vesting.
(f) 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.
(g) 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. Shares 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.
(h) Transferability.
All rights with respect to the shares of Restricted Stock shall be exercisable
during the Grantee’s lifetime only by the Grantee. Prior to the lapse of the
Restricted Period and the Performance Restrictions, the shares of Restricted
Stock shall be transferable only by Will or by the laws of descent and
distribution.
(i) 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 shares of Restricted Stock 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.
3
(j) No
Right To Continued Directorship. This grant of shares of
Restricted Stock 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.
(k) Compliance
with Law and Regulations. This grant of shares of Restricted
Stock 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.
(l) 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 Restricted
Stock, 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.
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).
4
6. Withholding
of Taxes
The
Corporation may require as a
condition precedent to the issuance of any shares of Restricted Stock, or
their
release from the escrow established under Section 2(c), 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.
|
NATIONAL
PENN BANCSHARES, INC.
|
GRANTEE
|
|
By:
_______________________________
|
______________________________
|
|
J.
Xxxxx Xxxxxxxx, Xx.
|
(Signature)
|
|
Chairman,
Compensation Committee
|
______________________________
|
|
(Print
Name)
|
|
|
______________________________
|
|
|
(Print
Address)
|
5
