Unassociated Document


    EXHIBIT
10.1

    


    FORM
OF NATIONAL PENN BANCSHARES, INC.

    CPP
CLAWBACK AND PARACHUTE RESTRICTION AGREEMENT

    


    


                   This
CPP CLAWBACK AND PARACHUTE RESTRICTION AGREEMENT (this “Agreement”) is made and
entered into as of December 10, 2008 by and between NATIONAL PENN BANCSHARES,
INC., a Pennsylvania business corporation having its principal place of business
in Boyertown, Pennsylvania (the “Company”), and ___________ (the
“Executive”).

     

    BACKGROUND

     

    1.           Executive
is currently employed as the _____________ of the Company.

     

    2.           Executive
currently has an Employment Agreement with the Company, dated
___________________ (as amended, the “Prior Agreement”).

     

    3.           Company
desires to participate in the U.S. Treasury Department’s (“Treasury”) Capital
Purchase Program (the “Program”), established under the Emergency Economic
Stabilization Act of 2008 (Pub.L. 110-343, Div. A, enacted October 3,
2008).

     

    4.           As
required to participate in the Program, Company must adopt the Treasury
standards for executive compensation and corporate governance, for the period
during which Treasury holds equity or debt securities of the Company issued
under this Program (the “Participation Period”).

     

    5.           Under
the Program, Treasury’s standards apply to the senior executive officers (the
“SEO’s”) of the Company as follows as defined under the Program.

     

    AGREEMENT

     

    NOW, THEREFORE, as required to
participate in the Program, and in consideration of the mutual promises
contained herein, and each intending to be legally bound, Executive and Company
agree in its entirety as follows:

     

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

     

    2.           Terms.  During
the Participation Period:

     

    (A)           Executive
shall forfeit all payments that are payable as a result of an “Applicable
Severance from Employment” (defined hereafter) that would not have been made
absent such event, including amounts accelerated due to such event, that exceed
three (3) times the Executive’s “Base Amount” (also defined
hereafter).

     

    
      
        
        

      

      
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    “Base Amount” shall mean “base amount”
as defined for purposes of Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”) as modified by the Final Interim Rules promulgated by the
Treasury Department under the Program.

     

    “Applicable Severance from Employment”
shall mean the Executive’s severance from employment with the Company; (i) by
reason of “Involuntary Termination of Employment” (defined hereafter) with the
Company or with an entity that is treated as the same employer as the Company
under the Code’s controlled group rules; or (ii) in connection with any
bankruptcy filing, insolvency, or receivership of the Company or of an entity
that is treated as the same employer as the Company under the Code’s controlled
group rules.

     

    “Involuntary Termination of Employment”
shall mean a termination of employment that results from the Company’s
independent exercise of unilateral authority to terminate services, other than
due to Executive’s implicit or explicit request, where Executive was willing and
able to continue performing services.  This may include: (i)
Executive’s voluntary resignation under circumstances in which Executive knew
that Company would have terminated his or her employment absent resignation,
(ii) a failure by Company to renew an expiring employment contract, despite
Executive’s willingness to continue to provide services on substantially similar
terms, and (iii) Executive’s termination for good reason, as defined under a
prior agreement due to a material negative change in the employment relationship
with the Company.

     

    (B)           Incentive Compensation
Recovery.  Executive agrees that Executive shall repay to the
Company any bonus and incentive compensation paid to Executive during the
Participation Period, if the payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric
criteria.  This repayment shall not be limited to a specific recovery
period, material inaccuracies in financial reporting statements, or inaccuracies
that result in accounting restatements.  The recovery encompasses all
incentive compensation paid to Executive as a result any determination of
achievement of a performance metric that is later determined to have been based
on material inaccuracies related to financial reporting.

     

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

     

    4.           Termination of
Agreement.  The Agreement shall automatically terminate and
become null and void upon the expiration of the Participation
Period.

     

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

     

    


    


    
      
        
          	
                  [EXECUTIVE]

                	 
      	
                  NATIONAL
      PENN BANCSHARES, INC.

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	 
      	 
      	
                  By:

                	 
      


        

      

    

    


     

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