NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN (APPROVED BY SHAREHOLDERS, APRIL 25, 2005) STOCK OPTION AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND
EXHIBIT
10.1
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
(APPROVED
BY SHAREHOLDERS, APRIL 25, 2005)
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
«Optionee»
(the
Optionee)
|
Date
of Grant:
|
December
1, 2005
|
|
Number
of Shares:
|
«NumberofShares»
shares
|
|
Purchase
Price:
|
$_______
per share
|
|
Option
Expires:
|
January
1, 2016
|
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
NON-QUALIFIED
This
Stock Option Agreement dated December 1, 2005, between National Penn Bancshares,
Inc. (the "Corporation") and «Optionee»
(the
"Optionee"),
WITNESSETH:
1. Grant
of Option
Pursuant
to the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan
(the
"Plan"), this Agreement confirms the Corporation's grant to the Optionee,
subject to the terms and conditions of the Plan and subject further to the
terms
and conditions herein set forth, of the right and option to purchase from the
Corporation all or any part of an aggregate of «NumberofShares»
common
shares (without par value) of the Corporation at the purchase price of $_____
per share, such option to be exercised as hereinafter provided.
2. Terms
and Conditions
It
is
understood and agreed that the option evidenced hereby is subject to the
following terms and conditions:
(a) Expiration
Date.
Subject
to the provisions of Paragraph 2(d), the option evidenced hereby shall expire
on
January 1, 2016 [10 years and one month from the date of grant].
(b) Exercise
of Option.
The
Optionee shall have a cumulative vested interest in the right to exercise an
option granted hereby, determined by reference to his or her continuous
employment with the Corporation and/or a subsidiary following the date of grant
of the option, as follows:
|
Period
of Continuous
|
Cumulative
Vested
|
|
Employment
Following Grant
|
Percentage
|
|
Less
than 1 year
|
-0-
|
|
1
year or more
|
20.0
|
|
2
years or more
|
40.0
|
|
3
years or more
|
60.0
|
|
4
years or more
|
80.0
|
|
5
years or more
|
100.0
|
To
the
extent the application of the above vesting schedule would at any time result
in
the right to acquire a fractional share, the right to acquire such fractional
share shall be deferred to the next vesting period.
This
option may be exercised, to the extent exercisable by its terms, in whole or
from time to time in part at any time prior to the expiration hereof. Any
exercise shall be accompanied by a written notice to the Corporation specifying
the number of shares as to which the option is being exercised.
(c) Payment
of Purchase Price Upon Exercise.
The
option exercise price for the shares as to which this option shall be exercised
shall be paid in cash or as otherwise permitted by the Plan and the
Committee.
(d) Exercise
Upon Death, Disability, Retirement or other Termination of
Employment.
(1) If
the
Optionee's employment with the Corporation or a subsidiary terminates due to
death, Disability (as defined in the Plan) or Retirement (as defined in the
Plan
and also including a voluntary termination of employment at age 60 or more),
or
if the Company or a subsidiary terminates the Optionee’s employment not for
Cause (as defined in the Plan), this option (whether or not exercisable by
the
Optionee immediately prior to ceasing to be an employee) will be exercisable
at
any time prior to the expiration date of this option or within five years after
the date of termination of employment, whichever is the shorter
period.
(2) If
the
Optionee voluntarily terminates employment not qualifying as Retirement (as
provided in Paragraph 2(d)(1)) defined in the Plan), this option, if and to
the
extent not yet exercisable, will terminate, and if and to the extent then
exercisable, may be exercised by the Optionee at any time prior to the
expiration date of this option or within three months after the date of
termination of employment, whichever is the shorter period.
(3) If
the
Corporation or a subsidiary terminates the Optionee’s employment for Cause (as
defined in the Plan), this Option, including any unexercised vested portion,
shall immediately lapse and be cancelled. Any lapse occurring under this
subsection of this Agreement shall be final, and no person or corporation shall
be liable to the Optionee therefor.
(e) Transferability.
This
option shall be transferable by Will or by the laws of descent and distribution.
During the lifetime of the Optionee, this option may be transferred to the
extent permitted by, and subject to the conditions imposed by, the Plan and
the
Committee.
(f) 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 common shares
shall occur, the number and class of shares subject to this option and the
price
per share thereof (but not the total price) 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
Optionee.
(g) No
Rights as Shareholder.
The
Optionee shall have no rights as a shareholder with respect to any common shares
subject to this option prior to the date of issuance to him or her of a
certificate or certificates for such shares.
(h) No
Right To Continued Employment.
This
option shall not confer upon the Optionee any right to continue as an employee
of the Corporation or any subsidiary, nor shall it interfere in any way with
the
right of his or her employer to terminate his or her employment at any
time.
(i) Compliance
with Law and Regulations.
This
option and the obligation of the Corporation to sell and deliver shares
hereunder 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.
(j) Change-in-Control.
If any
"Change-in-Control" (as defined in the Plan) occurs, this option shall become
immediately and fully exercisable whether or not otherwise then
exercisable.
3. Investment
Representation
The
Committee may require the Optionee to furnish to the Corporation, prior to
the
issuance of any shares upon the exercise of all or any part of this option,
an
agreement (in such form as such Committee may specify) in which the Optionee
represents that the shares acquired by him or her upon exercise are being
acquired for investment and not with a view to the sale or distribution
thereof.
4. Optionee
Bound by Plan
The
Optionee 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 will require as a condition precedent to the exercise of this option
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Corporate Secretary, and any notice hereunder to Optionee 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 by a duly authorized officer and the Optionee has executed this
Agreement, both as of the day and year first above written.
|
NATIONAL
PENN BANCSHARES, INC.
|
OPTIONEE
|
|
|
By:
______________________________
|
______________________________ | |
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
(Signature)
|
|
|
Chairman
& CEO
|
||
| ______________________________ | ||
|
(Print
Name)
|
||
| ______________________________ | ||
|
(Print
Address)
|