exh10-3.htm


    


      EXHIBIT
10.3

      


      NATIONAL PENN BANCSHARES,
INC.

      


      LONG-TERM INCENTIVE
COMPENSATION PLAN

      


      


      STOCK OPTION
AGREEMENT
BETWEEN

      NATIONAL PENN
BANCSHARES, INC.

       

      AND


      _______________________

      (the
Optionee)

      


       

      


      


       

      
        
          	 	
                   Date of
      Grant:

                	 	
                   December 2,
      2008

                   

                
	 	 Number of
      Shares:	 	
                   _________
      shares

                   

                
	 	 Purchase
      Price:	 	
                   $
      ___________per share

                   

                
	 	 Option
      Expires:	 	
                   January 2,
      2019

                   

                


        

      

       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


      


       

      NATIONAL PENN BANCSHARES, INC.

      LONG-TERM INCENTIVE
COMPENSATION PLAN

       

      


      NON-QUALIFIED

      STOCK OPTION
AGREEMENT

       

      


      This Stock Option Agreement dated
December 2, 2008, between National Penn Bancshares, Inc. (the "Corporation") and
___________ (the "Optionee"),

       

      
WITNESSETH:

       

      


      1.           Grant of
Option

      


      Pursuant to the National Penn
Bancshares, Inc. Long-Term Incentive Compensation Plan (the "Plan"), this
Agreement confirms the Corporation's grant to the Optionee, subject to the terms
and conditions of the Plan and subject further to the terms and conditions
herein set forth, of the right and option to purchase from the Corporation all
or any part of an aggregate of ____________ common shares (without par value) of
the Corporation at the purchase price of $_______ per share, such option to be
exercised as hereinafter provided.

      


      2.           Terms and
Conditions

      


      It is understood and agreed that the
option evidenced hereby is subject to the following terms and
conditions:

      


      (a)           Expiration
Date.  Subject to the provisions of Paragraph 2(d), the option
evidenced hereby shall expire on January 2, 2019 [10 years and one month from
the date of grant].

      


      (b)           Exercise of
Option.  The Optionee shall have a cumulative vested interest
in the right to exercise an option granted hereby, determined by reference to
his or her continuous employment with the Corporation and/or a subsidiary
following the date of grant of the option, as follows:

      


      Period of
Continuous                                                                                                           Cumulative
Vested

      Employment Following
Grant                                                                                                  Percentage

      Less than 1
year                                                                                                               -0-

      1 year or
more                                                                                                              
20.0

      2 years or
more                                                                                                             40.0

      3 years or
more                                                                                                             60.0

      4 years or
more                                                                                                             80.0

      5 years or
more                                                                                                           100.0


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


      To the extent the application of the
above vesting schedule would at any time result in the right to acquire a
fractional share, the right to acquire such fractional share shall be deferred
to the next vesting period.

      


      This option may be exercised, to the
extent exercisable by its terms, in whole or from time to time in part at any
time prior to the expiration hereof.  Any exercise shall be
accompanied by a written notice to the Corporation specifying the number of
shares as to which the option is being exercised.

      


      (c)           Payment of Purchase Price
Upon Exercise.  The option exercise price for the shares as to
which this option shall be exercised shall be paid in cash or as otherwise
permitted by the Plan and the Committee.

      


      (d)           Exercise Upon Death,
Disability, Retirement or other Termination of Employment.

      


      (1)           If
the Optionee's employment with the Corporation or a subsidiary terminates due to
death, Disability (as defined in the Plan) or Retirement (as defined in the Plan
and also including a voluntary termination of employment at age 60 or more), or
if the Company or a subsidiary terminates the Optionee’s employment not for
Cause (as defined in the Plan), this option (whether or not exercisable by the
Optionee immediately prior to ceasing to be an employee) will be exercisable at
any time prior to the expiration date of this option or within five years after
the date of termination of employment, whichever is the shorter
period.

      


      (2)           If
the Optionee voluntarily terminates employment not qualifying as Retirement (as
provided in Paragraph 2(d)(1)) hereof), this option, if and to the extent not
yet exercisable, will terminate, and if and to the extent then exercisable, may
be exercised by the Optionee at any time prior to the expiration date of this
option or within three months after the date of termination of employment,
whichever is the shorter period.

      


      (3)           If
the Corporation or a subsidiary terminates the Optionee’s employment for Cause
(as defined in the Plan), this Option, including any unexercised vested portion,
shall immediately lapse and be cancelled.  Any lapse occurring under
this subsection of this Agreement shall be final, and no person or corporation
shall be liable to the Optionee therefor.

      


      (e)           Transferability.  This
option shall be transferable by Will or by the laws of descent and
distribution.  During the lifetime of the Optionee, this option may be
transferred to the extent permitted by, and subject to the conditions imposed
by, the Plan and the Committee.

      


      (f)           Adjustment and Substitution
of Shares.  If any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, share
combination, or other change in the corporate structure of the Corporation
affecting the Corporation’s common shares shall occur, the number and class of
shares subject to this option and the price per share thereof (but not the total
price) shall be adjusted or

      


      substituted
for, as the case may be, as shall be determined by the Committee to be
appropriate and equitable to prevent dilution or enlargement of rights, and
provided that the number of shares shall always be a whole number. Any
adjustment or substitution so made shall be final and binding upon the
Optionee.

      


      (g)           No Rights as
Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any common shares subject to this option prior to
the date of issuance to him or her of a certificate or certificates for such
shares or the book-entry registration of such shares in his or her
name.

      


      (h)           No Right To Continued
Employment.  This option shall not confer upon the Optionee any
right to continue as an employee of the Corporation or any subsidiary, nor shall
it interfere in any way with the right of his or her employer to terminate his
or her employment at any time.

      


      (i)           Compliance with Law and
Regulations.  This option and the obligation of the Corporation
to sell and deliver shares hereunder shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.  The Corporation shall not be
required to issue or deliver any certificates for common shares prior to (1) the
effectiveness of a registration statement under the Securities Act of 1933, as
amended, with respect to such shares, if deemed necessary or appropriate by
counsel for the Corporation, (2) the listing of such shares on any stock
exchange on which the common shares may then be listed, or upon the Nasdaq Stock
Market if the common shares are then listed thereon, and (3) compliance with all
other applicable laws, regulations, rules and orders which may then be in
effect.

      


      (j)           Change-in-Control.  If
any "Change-in-Control" (as defined in the Plan) occurs, this option shall
become immediately and fully exercisable whether or not otherwise then
exercisable.

      


      3.           Investment
Representation

      


      The Committee may require the Optionee
to furnish to the Corporation, prior to the issuance of any shares upon the
exercise of all or any part of this option, an agreement (in such form as such
Committee may specify) in which the Optionee represents that the shares acquired
by him or her upon exercise are being acquired for investment and not with a
view to the sale or distribution thereof.

      


      4.           Optionee Bound by
Plan

      


      The Optionee hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all the terms and
provisions of the Plan, as in effect on the date hereof and as it may be amended
from time to time in accordance with its terms, all of which terms
and

      between
the terms and provisions of the Plan, as in effect from time to time, and those
of this Agreement, the terms and provisions of the Plan, as in effect from time
to time, shall control.

      


      


      
        	
                5.  

              	
                Committee

              


      

      


      All references herein to the
“Committee” mean the Compensation Committee of the Board of Directors of the
Corporation (or any successor committee designated by the Board of Directors to
administer the Plan).

      


      6.           Withholding of
Taxes

      


      The Corporation will require as a
condition precedent to the exercise of this option that appropriate arrangements
be made for the withholding of any applicable Federal, state and local
taxes.

      


      
        
          
          

        

        
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      7.           Notices

      


      Any notice hereunder to the Corporation
shall be addressed to it at its office, Philadelphia and Reading Avenues,
Boyertown, Pennsylvania 19512, Attention: Corporate Secretary, and any notice
hereunder to Optionee shall be addressed to him or her at the address below,
subject to the right of either party to designate at any time hereafter in
writing some other address.

      


      8.           TARP CPP Senior Executive
Officer Provision

      


      These options may not be exercised
during the period during which the Corporation or its affiliates has any
obligation under the Troubled Asset Relief Program other than an obligation
arising solely from the issuance of warrants to the U.S. Department of
Treasury.  In the event that the Optionee separates from service with
the Corporation and its affiliates prior to the end of such period, these
options shall be forfeited.

      


      In addition, if the Corporation
determines, in its sole discretion, that the issuance of these Options is
prohibited by the American Recovery and Reinvestment Act of 2009 or any
regulations or guidance issued thereunder, then the Options shall be
forfeited.

      


      IN WITNESS WHEREOF, National Penn
Bancshares, Inc. has caused this Agreement to be executed by a duly authorized
officer and the Optionee has executed this Agreement, both as of the day and
year first above written.

      


      OPTIONEE

      
        	 By: 
      ________________________	 	
                 _______________________________

                    (Signature)

              	 	 
	
                        
      J. Ralph Borneman, Jr.

                        Compensation
      Committee Chair

              	 	
                 _______________________________

                    (Print Name)

              	 	 
	 	 	 	 	 


      

       

       

      



      
        
           


        

        
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