ex10-1.htm


    EXHIBIT
      10.1

    SCHEDULE
      B

    


    


    NATIONAL
      PENN BANCSHARES, INC.

    EXECUTIVE
      INCENTIVE PLAN

    2008
      PERFORMANCE GOALS AND AWARD SCHEDULE

    


    Awards
      pursuant to the Plan will not be made unless the minimum performance goals
      set
      forth below are met.

    


    
      	
              Company
                Portion

            
	
              Factor
                (Weight)

            	
              Threshold

            	 	
              Target

            	 	
              Optimum

            
	
              
              

              Earnings
                Per Share (EPS) (60%)

            	
              $1.20

            	 	
              $1.33

            	 	
              $1.44

            
	
              Merger
                Objective (six metrics attached) (40%)

            	
              Meets
                Marginal

            	 	
              Meets

            	 	
              Exceeds

            
	 	 	 	 	 	 
	
              Award
                Level (% of base)

            
	
              Category

            	
              Threshold

            	 	
              Target

            	 	
              Optimum

            
	
              A

            	
              15%

            	 	
              50%

            	 	
              75%

            
	
              B

            	
              10%

            	 	
              25%

            	 	
              40%

            
	
              C

            	
              5%

            	 	
              15%

            	 	
              25%

            
	 	 	 	 	 	 
	
              Individual
                Award (Based on
                Individual Performance – % of base pay)

            
	
              A

            	
              Plus
                or Minus 10%

            
	
              B

            	
              Range
                0% to 20% - Target 7%

            
	
              C

            	
              Range
                0% to 20% - Target 10%

            


    

    


    


    Parameters:

    
      	
              
              

              q

            	
              
              

              Both
                measures must meet Threshold for any company award portion to be
                paid.

            
	
              
              

              q

            	
              
              

              Mix
                of company award/individual award at Target Category B 78%-22%; Category
                C
                60%-40%.

            
	
              
              

              q

            	
              
              

              Individual
                portion pool will be budgeted and accrued at Target, company award
                accrued
                according to performance during the year.  Individual
                Performance award will be based on performance of specific objectives,
                established at the beginning of each year.  If there is no
                company award, individual awards may or may not be paid.

            
	
              
              

              q

            	
              
              

              Awards
                for performance between Threshold, Target and Optimum will be
                interpolated.  Awards above Optimum will increase at the same
                rate as between Target and Optimum.

            
	
              
              

              q

            	
              
              

              An
                employee must be continuously employed through award payment date
                to
                receive an award, except for death, disability, involuntary termination
                (not for cause) and retirement, when awards will be prorated.

            
	
              
              

              q

            	
              
              

              In
                certain circumstances an individual participant’s performance may be
                determined to be inadequate and the participant would not receive
                any
                award under this plan, including the award calculated for company
                performance.

            
	 	 


    

    
 

    
      
         

      

      
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    Individual
      Matching Account –
For 2008 the
      Individual Matching Deferral Account will be established at 10% of each
      individual’s award at Company Threshold level, 25% at Target, and 35% at
      Optimum.  Performance between points will be interpolated for matching
      award calculation.

    


    Peer
      Performance Lever – The
      above awards are determined by internally established objectives which, at
      the
      beginning of the year, represent strong performance relative to peers. During
      the year overall financial markets and the economy may change. With this change
      National Penn’s relative peer performance may be better or worse than
      anticipated. The Committee may increase or decrease the above awards based
      on
      that peer performance.  Following are possible guidelines:

    


    
      	
              ·

            	
              Top
                Quartile – no less than target award level

            
	
              ·

            	
              Second
                Quartile – no less than 20% below target award

            
	
              ·

            	
              Third
                Quartile – no more than target award level

            
	
              ·

            	
              Fourth
                Quartile – no more than threshold award level

            


    


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