exh10-1.htm


    EXHIBIT
10.1

    SCHEDULE
B

     

    NATIONAL
PENN BANCSHARES, INC.

    EXECUTIVE
INCENTIVE PLAN

    2009
PERFORMANCE GOALS AND AWARD SCHEDULE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	 
	
                                                                Company
      Portion

                                                              	 
	
                                                                Factor (Weight)

                                                              	 	 	
                                                                Threshold

                                                              	 	 	
                                                                Target

                                                              	 	 	
                                                                Optimum

                                                              	 
	
                                                                
                                                                

                                                                1)
      Return on Average Assets (30%)

                                                              	 	 	 	
                                                                .59

                                                              	 	 	 	
                                                                .80

                                                              	 	 	 	
                                                                1.01

                                                              	 
	
                                                                2)
      2009 Business Objectives (70%)

                                                              	 	 	
                                                                Meets
      3 of 5 objectives

                                                              	 	 	
                                                                Meets
      4 of 5 objectives

                                                              	 	 	
                                                                Meets
      / Exceeds all objectives

                                                              	 
	 	 
	
                                                                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  

            	
              Company
      measures are independent. May still pay out award if only one measure
      meets/exceeds threshold.

            


    

     

    
      	
              q  

            	
              Return
      on Average Assets will be adjusted and exclude OTTI impact, Trust
      preferred mark impact, and any other material “non operating”
      extraordinary item as determined by the Compensation
      Committee.

            


    

     

    
      	
              q  

            	
              2009
      Business Objectives will be the five goals established by the Board in
      late 2008 as key strategic items during this extraordinary economy and
      time period.

            


    

     

    
      	
              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.

            


    

    


    Individual Matching Account –
For 2009 the
Individual Matching Deferral Account will be established at 33.3% of each
individual’s award.

    


    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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