NATIONAL PENN BANCSHARES, INC. LONG-TERM INCENTIVE COMPENSATION PLAN STOCK OPTION AGREEMENT BETWEEN NATIONAL PENN BANCSHARES, INC. AND «Optionee» (the Optionee)
EXHIBIT
10.1
NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
BETWEEN
NATIONAL
PENN BANCSHARES, INC.
AND
«Optionee»
(the
Optionee)
Date
of
Grant: December
3, 2007
Number
of
Shares: «NumberofShares»
shares
Purchase
Price: $15.13
per share
Option
Expires: January
3, 2018
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NATIONAL
PENN BANCSHARES, INC.
LONG-TERM
INCENTIVE COMPENSATION PLAN
NON-QUALIFIED
This
Stock Option Agreement dated
December 3, 2007, 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 $15.13 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 3, 2018 [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
2
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)) hereof), 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.
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(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 or the book-entry registration of such shares in his or her
name.
(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.
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5.
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Committee
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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.
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NATIONAL
PENN BANCSHARES, INC.
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OPTIONEE
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By:
_______________________________
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______________________________
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J.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
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(Signature)
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Chairman,
Compensation Committee
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______________________________
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(Print
Name)
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______________________________
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(Print
Address)
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