exh10-7.htm


    EXHIBIT
10.7


      


      
        
          
            
              
                	 
      	
                        NATIONAL
      PENN BANCSHARES, INC.

                      	 
      
	 
      	 
      	 
      
	 
      	
                        LONG-TERM INCENTIVE COMPENSATION
      PLAN

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        RESTRICTED
      STOCK UNIT AGREEMENT

                      	 
      
	 
      	
                        BETWEEN

                      	 
      
	 
      	
                        NATIONAL
      PENN BANCSHARES, INC.

                      	 
      
	 
      	 
      	 
      
	 
      	
                        AND

                      	 
      
	 
      	 
      	 
      
	 
      	
                        _________________________

                      	 
      
	 
      	
                        (the
      Grantee)

                      	 
      


              

            

          

        

      

      


      


      


      


      


      


      


      
        
          
            
              
                
                  	 	
                          Date
      of Grant:

                        	 
      	
                          February
      23,2009

                           

                        
	 
      	 
      	 
      
	 	
                          Number
      of Restricted

                          Stock
      Units:

                        	 
      	
                           

                          4,000
      RSUs

                           

                        
	 
      	 
      	 
      
	 	
                          End
      of Restricted Period

                          (Vesting
      Period):

                        	 
      	
                           

                          February
      23,
2012

                        


                

              

            

          

        

      

      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
             

          

           


        

        
          56

          
            

          

        

        
           


        

      


      NATIONAL
PENN BANCSHARES, INC.

      LONG-TERM INCENTIVE
COMPENSATION PLAN

      


      


      RESTRICTED STOCK UNIT
AGREEMENT

      


      


      This Restricted Stock Unit Agreement
dated as of February 23, 2009, between National Penn Bancshares, Inc. (the
"Corporation") and ___________ (the "Grantee"),

      


       

      WITNESSETH:

      


      1.           Grant of Restricted Stock
Units

      


      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 4,000 restricted stock units, each unit being the right to
receive in the future one share of common stock (without par value) of the
Corporation (“RSUs”).

      


      2.           Terms and
Conditions

      


      It is understood and agreed that the
grant of RSUs is subject to the following terms and conditions:

      


      (a)           Restricted (Vesting)
Period.  The restricted period of time is from the date of this
Agreement through February 23, 2012 (the “Restricted Period”).  The
time period restrictions will lapse, and the RSUs will vest, on February 23,
2012, but only if the Grantee continually 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)           Crediting of RSUs to
Account.  The RSUs will be credited to an account in the name
of the Grantee.  Neither the account nor any RSUs credited to the
account may be sold, transferred, pledged, assigned or otherwise alienated,
hypothecated or disposed of.  Prior to actual payment of the RSUs in
shares of the Corporation’s common stock pursuant to Section 2(e), the RSUs
shall represent an unsecured obligation of the Corporation payable, if at all,
from the general assets of the Corporation.

      


      (c)           Dividend and Voting
Rights.  The RSUs shall be entitled to receive equivalents of
all dividends and other distributions paid with respect to shares of the
Corporation’s common stock during the Restricted Period and thereafter until
actual payment is made to the Grantee of the RSUs as issued shares of common
stock.


      
        
           


        

        
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          Dividend
equivalents shall be deemed invested in additional RSUs on each dividend payment
date, based on the fair market value of the Corporation’s common stock on the
dividend payment date.  RSUs shall have no voting rights.

      


      (d)           Forfeiture.   Notwithstanding
any contrary provision of this Agreement, the balance of the RSUs that do not
vest at the end of the Restricted Period pursuant to Section 2(a) will thereupon
be forfeited and automatically cancelled at no cost to the
Corporation.

      


      (e)           Payment of RSUs as
Stock.   All RSUs that become vested pursuant to Section
2(a) shall be paid to the Grantee in actual shares of the Corporation’s common
stock (one share for each RSU), upon the Grantee’s termination of service as a
director of the Corporation or the Bank.

      


      (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.

      


      (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.

      


      (h)           Transferability. All
rights with respect to the RSUs shall be exercisable during the Grantee’s
lifetime only by the Grantee. Prior to the payment of the RSUs in actual shares
pursuant to Section 2(e), the RSUs 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 RSUs 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.


      
        
           


        

        
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      (j)           No Right To Continued
Directorship.  This grant of RSUs 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)           No Rights As
Shareholder.  This grant of RSUs shall not confer upon the
Grantee any rights as a shareholder of the Corporation, and the Grantee shall
acquire such rights only upon the payment of the RSUs in actual shares pursuant
to Section 2(e).

      


      (l)           Compliance with Law and
Regulations.  This grant of RSUs 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.

      


      (m)         Change-in-Control.  If
any "Change-in-Control" (as defined in the Plan) occurs, the Restricted Period
shall immediately lapse.

      


      3.           Investment
Representation

      


      The Committee may require the Grantee
to furnish to the Corporation, prior to the issuance of any shares of common
stock in payment of the RSUs, 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.

      



      
        
           


        

        
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      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 common stock in payment of
the RSUs that appropriate arrangements be made for the withholding of any
applicable Federal, state and local taxes.

      


      7.           Governing
Law

      


      This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Pennsylvania, other
than any choice of law provisions calling for the application of laws of another
jurisdiction.

      


      8.           Notices

      


      Any notice hereunder to the Corporation
shall be addressed to it at its office, Philadelphia and Reading Avenues,
Boyertown, Pennsylvania 19512, 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.
      Ralph Borneman, Jr.

                  	 
      	
                    (Signature)

                  
	
                           Chairman,
      Compensation Committee

                  	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                    (Print
      Name)

                  
	 
      	 
      	 
      


          

        

      

      


      


      


      


      



      
        
           


        

        
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