Unassociated Document


     

     

    Exhibit
10.7


    AMENDATORY
AGREEMENT

    


    AMENDATORY AGREEMENT dated as of
November 18, 2009, by and between NATIONAL PENN BANK, a national banking
association ("Employer"); and DONALD P. WORTHINGTON ("Employee").

    


    BACKGROUND

    


    1.           Employee
is presently employed as an executive officer of Employer, pursuant to an
employment agreement with Employer dated September 24, 2002 (the “Employment
Agreement”), which amends and incorporates by reference an employment agreement
dated July 1, 2001 (the “Original Employment Agreement”).

    


    2.           Employer
and Employee desire to amend various sections of the Employment Agreement as set
forth herein.

    


    AGREEMENT

    


    NOW, THEREFORE, in consideration of the
mutual promises contained herein, and each intending to be legally bound,
Employer and Employee agree as follows:

    


    1.           Background.  The
matters set forth in the "Background" section of this Amendatory Agreement are
incorporated by reference herein.

    


    2.           Amendment to Term of
Agreement Provision.  Section 8 of the Employment Agreement is
hereby amended to read in its entirety as follows:

    


    “8.  If the Employment
Agreement referenced in Paragraph 1 of this Agreement,
as amended and supplemented by this Agreement, is not terminated
on or before March 24, 2010, then, on such date, the term of this
Agreement shall be automatically extended by adding two years to the
term so that the term shall then end on March 24, 2012.”

    


    3.           Amendment to Automobile
Provision.  Section 6.E. of the Original Employment Agreement
is hereby deleted and replaced in its entirety by the following:

    


    “6.E.   Executive shall
be entitled to the receipt of an automobile allowance, in such amount as shall
be determined by Employer from time to time, but in no event less than $750.00
per month.”

    


    4.           Amendment to Severance
Provision.  Section 7.A. of the Original Employment Agreement
is hereby deleted and replaced in its entirety by the following:

    


    “7.A.  Termination Without
Cause.  Employer may terminate Employee’s employment at any time
without cause (as defined in Section 8 hereof).  In such event,
the Employer
shall continue to pay the Employee his base salary through March 24, 2012.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    5.           Ratification.  As
amended hereby, the Employment Agreement is hereby ratified, confirmed and
approved.

    


    6.           Governing
Law.  This Amendatory Agreement shall be governed by and
construed in accordance with the domestic internal law of the Commonwealth of
Pennsylvania.

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Amendatory Agreement as of the date first above
written.

     

    
 

    
      	 
      	 
      	 
      	 
      	
              NATIONAL
      PENN BANK

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Attest:

            	
              /s/ Scott V. Fainor

            	 
      	
              By:

            	
              /s/ Glenn E. Moyer

            
	 
      	
              Name:

            	
              Scott
      V. Faino

            	 
      	 
      	
              Name:

            	
              Glenn
      E. Moyer

            
	 
      	
              Title:

            	
              President
      & CEO

            	 
      	 
      	
              Title:

            	
              Chairman

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
               

            
	
              Witness:

            	
              /s/ Glenn E. Moyer

            	 
      	 
      	
              /s/ Donald P.
    Worthington

            
	 
      	 
      	 
      	 
      	
              Donald
      P. Worthington