exh10-5.htm


    EXHIBIT
10.5


    


    


    
      
        
          
            
              	 
      	
                      NATIONAL PENN BANCSHARES,
    INC.

                    	 
      
	 
      	 
      	 
      
	 
      	
                      LONG-TERM INCENTIVE COMPENSATION
      PLAN

                    	 
      
	 
      	 
      	 
      
	 
      	
                      PERFORMANCE
      BASED

                    	 
      
	 
      	 
      	 
      
	 
      	
                      RESTRICTED
      STOCK AGREEMENT

                    	 
      
	 
      	
                      BETWEEN

                    	 
      
	 
      	
                      NATIONAL
      PENN BANCSHARES, INC.

                    	 
      
	 
      	 
      	 
      
	 
      	
                      AND

                    	 
      
	 
      	 
      	 
      
	 
      	
                      _________________________

                    	 
      
	 
      	
                      (the
      Grantee)

                    	 
      


            

          

        

      

    

    


    


    


    


    


    
      
        
          
            
              
                
                  
                    	 	
                            Date of Grant:

                          	 
      	
                            February
      23, 2009

                             

                          
	 	 
      	 
      	 
      
	 	
                            Number
      of Shares:

                          	 
      	
                            ______
      shares

                             

                          
	 	 
      	 
      	 
      
	 	
                            End
      of Restricted Period

                            (Vesting
      Period):

                          	 
      	
                             

                            February
      15,
2012

                          


                  

                

              

            

          

        

      

    

    


    


    


    


    


    


    


    


    


    



    
      
        
           

        

         


      

      
        45

        
          

        

      

      
         


      

    


    NATIONAL
PENN BANCSHARES, INC.

    LONG-TERM INCENTIVE
COMPENSATION PLAN

    


    PERFORMANCE
BASED

    RESTRICTED STOCK AGREEMENT

     

    


    This Restricted Stock Agreement dated
as of February 23, 2009, 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 _________ 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 the
later of February 15, 2012 and the last day of the period during which the
Corporation or any of its affiliates has any obligation under the Troubled Asset
Relief Program, other than an obligation arising solely from the issuance of
warrants to the U.S. Department of Treasury (the “Restricted
Period”).  The time period restriction will lapse, and the Restricted
Stock will vest upon the expiration of the Restricted Period, but only if the
Grantee remains continuously employed by the Corporation or a subsidiary of the
Corporation through the end of the Restricted Period or as otherwise provided
herein.

    


    (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 performance goals for years 2009 and 2010 (collectively, the
“Performance Restrictions”), and shall only vest if and to the extent that the
Performance Restrictions are fully satisfied.  Performance results
shall be determined by the Committee promptly after the end of year 2010 and
shall be interpolated as necessary between the various targets to determine
vesting and forfeiture on account of the Performance Restrictions at that
time:

    


    



    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              	
                      Weight

                    	
                      Measure

                    	
                      Award
      Achievement Scale

                    
	
                           50%

                    	
                      Maintain
      Strong Asset Quality

                      (Measure
      for entire two year period

                      January
      1, 2009 to December 31, 2010)

                      1.  Loan
      loss reserve as % of NPA’s

                      2.  NPA’s
      as % of total loans

                      3.  Net
      charge-offs as % of average loans

                    	
                      Threshold
      – one measure in top peer quartile and two in the second

                      Target
      – two measures in top peer quartile and one in the second

                      Maximum
      – all three measures in top quartile

                    
	
                      50%

                    	
                      Improve
      Liability Acquisition and Costs

                      –
      Interest expense on deposits to average deposits

                    	
                      Threshold
      – improve to fourth peer quintile for six month period 

                      July
      1, 2010
      through December 31, 2010

                      Target
      – third quintile for same six month period

                      Maximum
      – second quintile for same six month
period

                    


            

          

        

      

    

    


    ________________________

    


    1.  The
two performance measures are independent of each other and each is weighted
equally – i.e., each is worth 50% of the total grant award.

    


    


    (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 mark 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.  The Escrow Agent
may, in its discretion, elect to enter into alternative arrangements for the
escrow of the shares of Restricted Stock, if, in the Escrow Agent’s discretion,
such shares are issued in book-entry form.

    


    (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.

     

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    
 

    (f)           Death, Disability,
Retirement or other Termination of Employment.  If the
Grantee'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 Corporation or a subsidiary terminates the Grantee’s employment not for
Cause (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. If the Grantee is a “specified employee”
within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), at the time of the termination of his or her employment
with the Corporation and if any amount(s) that are payable under this Agreement
due to the termination of his or her employment are subject to Section
409A(a)(2)(B), then the Grantee agrees to have such amount(s) paid on the first
day of the sixth month anniversary after the date of his or her termination of
employment.

    


    (g)           Termination for
Cause.  If the Corporation or a subsidiary terminates the
Grantee’s employment for Cause (as defined in the Plan), any shares of
Restricted Stock still subject to a Restricted Period shall automatically be
forfeited and returned to the Corporation.

    


    (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
pursuant to this Section 2(i) shall meet the requirements of Section 409A of the
Code and shall be final and binding upon the Grantee.

    


    (j)           No Right To Continued
Employment.  This grant of shares of Restricted Stock shall not
confer upon the Grantee any right to continue as an employee of the Corporation
or 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.

    


    (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.

     

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    


    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.           Section 83(b)
Election

    


    The Grantee acknowledges that an
election under Section 83(b) of the Code  may be available to the
Grantee for Federal income tax purposes and that such election, if desired, must
be made within thirty (30) days of the date of this Agreement. The Grantee
acknowledges that whether to make such election is the responsibility of the
Grantee, not the Corporation, and that the Grantee should consult the Grantee’s
tax advisor with respect to the election and all other tax aspects associated
with this Agreement. The Grantee may make the election as to any or all of the
Restricted Stock.

    


    7.           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.

    


    8.           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.

    


    9.           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.

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    
 

    


    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)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                  (Print
      Address)

                


        

      

    

    



    
      
         


      

      
        50