Unassociated Document


     

    Exhibit
      10.75


    EXECUTIVE
      AGREEMENT

    


    THIS
      AGREEMENT is made as of this 3rd day of December, 2004, among NATIONAL PENN
      BANCSHARES, INC., a Pennsylvania business corporation having its principal
      place
      of business in Boyertown, Pennsylvania ("NPB"), NATIONAL PENN BANK, a national
      banking association having its principal place of business in Boyertown,
      Pennsylvania ("Bank"), and JANICE S. MCCRACKEN-ERKES, an individual residing
      at
      429 Erie Avenue, Telford, Pennsylvania ("Executive").

    


    W I T N E S S E T H :

    


    WHEREAS,
      Executive is employed by NPB and Bank as a Senior Vice President;
      and

    


    WHEREAS,
      the Boards of Directors of NPB and Bank deem it advisable to provide Executive
      with certain additional benefits in the event of certain changes in control
      of
      NPB or Bank so that Executive will continue to attend to the business of NPB
      and
      Bank without distraction in the face of the potentially disturbing circumstances
      arising therefrom.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and promises set forth
      herein, and each intending to be legally bound, NPB, Bank and Executive agree
      as
      follows:

    


    1.  Definitions.
      The
      following terms have the meanings specified below:

    


    a.  "Affiliate"
      means any corporation which is included within a "controlled group of
      corporations" including NPB, as determined under Code Section 1563.

    


    b. "Base
      Salary" means the Executive's annual base salary, established either by contract
      or by the Employer, prior to any reduction of such salary pursuant to any
      contribution to a tax-qualified plan under Section 401(k) of the
      Code.

    


    c. "Cause"
      means the occurrence of either of the following, the result of which is the
      termination of Executive’s Employment:

    


    i. Executive's
      conviction of, or plea of guilty or nolo contendere to, a felony or a crime
      of
      falsehood or involving moral turpitude; or

    


    ii. the
      willful failure by Executive to substantially perform his duties to Employer,
      other than a failure resulting from Executive's incapacity as a result of the
      Executive's disability, which willful failure results in demonstrable material
      injury and damage to Employer.

     

    
      
         

      

      
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    Notwithstanding
      the foregoing, Executive's Employment shall not be deemed to have been
      terminated for Cause if such termination took place as a result of:

    


    x.
       questionable
      judgment on the part of Executive;

    


    y. any
      act
      or omission believed by Executive in good faith, to have been in or not opposed
      to the best interests of the Employer; or

    


    z. any
      act
      or omission in respect of which a determination could properly be made that
      Executive met the applicable standard of conduct prescribed for indemnification
      or reimbursement or payment of expenses under the By-laws of NPB or the laws
      of
      the Commonwealth of Pennsylvania, or the directors and officers' liability
      insurance of NPB or any Employer, in each case as in effect at the time of
      such
      act or omission.

    


    d. "Change
      in Control" means:

    


    i.  An
      acquisition by any "person" or "group" (as those terms are defined or used
      in
      Section 13(d) of the Exchange Act) of "beneficial ownership" (within the meaning
      of Rule 13d-3 under the Exchange Act) of securities of NPB representing 24.99%
      or more of the combined voting power of NPB's securities then
      outstanding;

    


    ii.  A
      merger,
      consolidation or other reorganization of Bank, except where the resulting entity
      is controlled, directly or indirectly, by NPB;

    


    iii.  A
      merger,
      consolidation or other reorganization of NPB, except where shareholders of
      NPB
      immediately prior to consummation of any such transaction continue to hold
      at
      least a majority of the voting power of the outstanding voting securities of
      the
      legal entity resulting from or existing after any transaction and
      a
      majority of the members of the Board of Directors of the legal entity resulting
      from or existing after any such transaction are former members of NPB's Board
      of
      Directors;

    


    iv.  A
      sale,
      exchange, transfer or other disposition of substantially all of the assets
      of
      the Employer to another entity, except to an entity controlled, directly or
      indirectly, by NPB;

     

     

    
      
         

      

      
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    v.  A
      sale,
      exchange, transfer or other disposition of substantially all of the assets
      of
      NPB to another entity, or a corporate division involving NPB; or

    


    vi.  A
      contested proxy solicitation of the shareholders of NPB that results in the
      contesting party obtaining the ability to cast 25% or more of the votes entitled
      to be cast in an election of directors of NPB.

    


    e. "Code"
      means the Internal Revenue Code of 1986, as amended, and as the same may be
      amended from time to time.

    


    f. "Employer"
      means Bank, NPB or any Affiliate which employs Executive at any particular
      time.

    


    g. "Employment"
      means Executive's employment by Bank, NPB or any Affiliate at any particular
      time.

    


    h. "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

    


    2.  Resignation
      of Executive.
      If a
      Change in Control shall occur and if within one hundred eighty (180) days after
      the effective date of a Change in Control (or thirty (30) days after the
      completion of the conversion of the computer systems if such conversion is
      later
      than one hundred eighty (180) days after the effective date of a Change in
      Control, in either event, the “Transition Period”) there shall be:

    


    a.  Any
      involuntary termination of Executive's employment (other than for
      Cause);

    


    b.  Any
      reduction in Executive's title, responsibilities or authority, including such
      title, responsibilities or authority as such may be increased from time to
      time;

    


    c.  Any
      reduction in Executive's Base Salary in effect immediately prior to a Change
      in
      Control, or any failure to provide Executive with benefits at least as favorable
      as those enjoyed by Executive under any of the pension, life insurance, medical,
      health and accident, disability or other employee plans of NPB or an Affiliate
      in which Executive participated immediately prior to a Change in Control, or
      the
      taking of any action that would materially reduce any of such compensation
      or
      benefits in effect at the time of the Change in Control, unless such reduction
      relates to a reduction applicable to all employees generally;

    


    d.  Any
      reassignment of Executive beyond a thirty (30) mile commute by automobile from
      Boyertown, Pennsylvania; or

     

     

    
      
         

      

      
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    e.  Any
      requirement that Executive travel in performance of his duties on behalf of
      NPB
      or an Affiliate for a greater period of time during any year than was required
      of Executive during the year preceding the year in which the Change in Control
      occurred (each of the foregoing, a “Triggering Event”);

    


    then,
      at
      the option of Executive, exercisable by Executive within one hundred eighty
      (180) days of the occurrence of any Triggering Event within the Transition
      Period, Executive may resign from Employment (or, if involuntarily terminated,
      give notice of intention to collect benefits hereunder) by delivering a notice
      in writing to NPB, in which case Executive shall be entitled to a lump sum
      cash
      severance payment equal to 100% of Executive's Base Salary in effect immediately
      prior to a Change in Control, which Employer shall pay to Executive within
      fifteen (15) days of Executive's termination of employment.

    


    Executive
      shall not be required to mitigate the amount of any payment provided for in
      the
      preceding paragraph by seeking other employment or otherwise, nor shall the
      amount of any payment or benefit provided for in the preceding paragraph be
      reduced by any compensation earned by Executive as the result of employment
      by
      another employer or by reason of Executive's receipt of or right to receive
      any
      retirement or other benefits after the date of termination of employment or
      otherwise, except as otherwise provided therein.

    


    3. Out-Placement
      Services.
      If a
      Change in Control occurs and Executive exercises the option to resign from
      Employment (or is involuntarily terminated) as described in Section 2, Employer
      shall provide Executive with the services of a professional out-placement firm,
      if Executive so requests, for the period not to exceed one year from the date
      of
      Executive’s resignation (or termination), at Employer’s sole cost and expense,
      up to a maximum amount of Seven Thousand Five Hundred Dollars ($7,500).


    


    4. No
      Implied Rights; Rights on Termination of Employment.

    


    a. No
      Right to Continued Employment.
      Nothing
      in this Agreement shall confer upon Executive any right with respect to
      continuance of Employment by Employer, nor shall it interfere with or limit
      in
      any way the right of Employer to terminate Executive’s Employment at any
      time.

    


    b. Voluntary
      Termination of Employment.
      If
Executive
      terminates Executive’s Employment with Employer at any time prior to a Change in
      Control, this Agreement shall terminate at that time and Employer shall have
      no
      further liability hereunder. 

    


    c. Termination--Cause.
      If
      Employer terminates Executive's Employment at any time for Cause, this Agreement
      shall terminate at that time and Employer shall have no further liability
      hereunder.

     

     

    
      
         

      

      
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    d. Termination—Without
      Cause.
      Employer may terminate Executive’s Employment at any time without Cause. If
      Employer terminates Executive's employment at any time without Cause prior
      to a
      Change in Control, and if no event has been publicly announced that with the
      passing of time would constitute a Change in Control, this Agreement shall
      terminate at that time and Employer shall have no further liability hereunder.
      If Employer terminates Executive’s Employment at any time prior to a Change in
      Control but subsequent to the occurrence of an event that has been publicly
      announced that with the passing of time would constitute a Change in Control,
      the provisions of Sections 2 and 3 of this Agreement shall apply to same extent
      as if Executive’s Employment had been involuntarily terminated subsequent to a
      Change in Control.

    


    5. Arbitration.
      Any
      dispute or controversy arising out of or relating to this Agreement and any
      controversy as to a termination for Cause shall be settled exclusively by
      arbitration, conducted before a panel of three arbitrators, in Reading,
      Pennsylvania, in accordance with the rules of the American Arbitration
      Association then in effect. Judgment may be entered on the arbitrators' award
      in
      any court having jurisdiction.

    


    6. Exclusive
      Benefit.
      Executive shall have no right to commute, sell, assign, transfer or otherwise
      convey the right to receive any payments hereunder, which payment and the right
      thereto are expressly declared to be non-assignable and non-transferrable.
      In
      the event of any attempted assignment or transfer, this Agreement shall
      terminate at that time and Employer shall have no further liability
      hereunder.

    


    7. Notices.
      Any
      notice required or permitted to be given under this Agreement shall be properly
      given if in writing and if mailed by registered or certified mail, postage
      prepaid with return receipt requested, to Executive's residence in the case
      of
      any notice to Executive, or to the attention of the President at the principal
      office of Bank, in the case of any notice to the Employer.

    


    8. Entire
      Agreement.
      This
      Agreement contains the entire agreement relating to the subject matter hereof
      and may not be modified, amended or changed orally but only by an agreement
      in
      writing, consented to in writing by NPB, and signed by the party against whom
      enforcement of any modification, amendment or change is sought.

    


    9. Benefits.

    


    a. This
      Agreement shall be binding upon and inure to the benefit of NPB and Bank and
      their respective successors and assigns. Each of NPB and Bank shall require
      any
      successor (whether direct or indirect, by purchase, merger, consolidation,
      or
      otherwise) to all or substantially all of the business and/or assets of NPB
      or
      Bank to expressly assume and agree to perform this Agreement in the same manner
      and to the same extent that NPB or Bank would be required to perform it if
      no
      such succession had taken place. Failure to obtain such assumption and agreement
      prior to the effectiveness of any such succession shall constitute a breach
      of
      this Agreement and the provisions of Sections 2 and 3 of this Agreement shall
      apply. As used in this Agreement, "NPB" or "Bank" shall mean NPB or Bank as
      defined previously and any successor to the business and/or assets of NPB or
      Bank as aforesaid which assumes and agrees to perform this Agreement by
      operation of law or otherwise.

     

     

    
      
         

      

      
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    b. This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by Executive's personal or legal representatives, executors, administrators,
      heirs, distributees, devisees and legatees.

    


    10. Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      internal law (but not the law of conflicts of law) of the Commonwealth of
      Pennsylvania.

    


    11. Headings.
      The
      headings of the sections and subsections hereof are for convenience only and
      shall not control or affect the meaning or construction or limit the scope
      or
      intent of any of the sections or subsections of this Agreement.

    


    IN
      WITNESS WHEREOF, NPB and Bank have each duly caused this Agreement to be
      executed on its behalf by its duly authorized officers, and Executive has
      hereunto set his hand and seal, as of the day and year first above
      written.

    


    
      	
              NATIONAL
                PENN BANCSHARES, INC.

            	
              NATIONAL
                PENN BANK

            
	 	 
	 	 
	 	 
	
              By:/s/
                Glenn E. Moyer

            	
              By:___/s/
                Glenn E. Moyer___

            
	
              Name:
                Glenn E. Moyer

            	
              Name:
                Glenn E. Moyer

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	
              Attest:_/s/
                Sandra L. Spayd

            	
              _Attest:/s/
                Sandra L. Spayd

            
	
              Name:
                Sandra L. Spayd

            	
              Name:
                Sandra L. Spayd

            
	
              Title:
                GEVP

            	
              Title:
                GEVP

            
	 	 
	 	 
	
              Witness:

            	 
	 	 
	 	 
	
              /s/
                Richard D. Erkes

            	
               /s/
                Janice S. McCracken-Erkes

            
	 	
              JANICE
                S. MCCRACKEN-ERKES

            


    

     

     

     

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