Contract
Exhibit
10.4
FORM
OF
AMENDMENT
NO. 1
2004
STOCK OPTION PLAN
This
Amendment No. 1 (the “Amendment”) to the Compensatory Stock Option Agreement
described below is made as of January 28, 2008 between
(the “Optionee”) and KNBT Bancorp, Inc. (the “Company”).
WHEREAS,
pursuant to the terms of the 2004 Stock Option Plan (the “Plan”) a compensatory
stock option (the “Options”) covering
shares of common stock of the Company was granted to the Optionee on ,
200 ;
WHEREAS,
the
Compensatory Stock Option Agreement (the “Agreement’) reflecting the terms under
which the Option was granted provided in Section 2 thereof that accelerated
vesting of the Option would not occur in the event of a Change in Control
(as
such term is defined in the Plan) of the Company notwithstanding the provisions
of Section 8.03(b) of the Plan;
WHEREAS,
the
Company has entered into the Agreement and Plan of Merger by and between
National Penn Bancshares, Inc. (“National Penn”) and the Company dated as of
September 6, 2007 (the “Merger Agreement”), whereby the Company will be merged
with and into National Penn (the “Merger”);
WHEREAS,
the
Merger will constitute a Change in Control of the Company for purposes of
the
Plan; and
WHEREAS,
the
Company and National Penn have agreed that the Option should be amended to
provide the vesting thereof will accelerate upon completion of the Merger
consistent with the terms of the Plan.
NOW
THEREFORE, IT IS
AGREED, that notwithstanding anything to the contrary contained in the
Agreement, the Option shall become immediately vested and exercisable in
full in
the event of a Change in Control (as such term is defined in the Plan) of
the
Company in accordance with the terms of the Plan, it being understood that
the
Effective Time (as such term is defined in the Merger Agreement) of the Merger
will constitute a Change in Control.
IN
WITNESS
WHEREOF, the undersigned has caused this Amendment to be executed as of
the date first written above.
KNBT BANCORP, INC.
By: ________________________________
Xxxxx X. Xxxxxx
President and Chief Executive Officer
By: _______________________________
Optionee
