NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND
EXHIBIT
10.12
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 Shares:
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275
shares
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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 Agreement dated as of January 25, 2006, 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 275 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 25, 2007 (the
“Restricted Period”). The time period restrictions will lapse, and the
Restricted Stock 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 shares of
Restricted Stock 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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100
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· Market
Target - $1.33 per share
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200
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· NPB
Target - $1.47 to $1.49 per share
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225
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· Optimum
- $1.62 per share
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275
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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) 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.
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(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.
(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.
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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).
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.
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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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