ex10-1.htm


    
      EXHIBIT
        10.1

      


      NATIONAL
        PENN BANCSHARES, INC.

      


      LONG-TERM
        INCENTIVE COMPENSATION PLAN

      


      


      


      


      STOCK
        OPTION AGREEMENT

      BETWEEN

      NATIONAL
        PENN BANCSHARES, INC.

      


      AND

      


      «Optionee»

      (the
        Optionee)

      


      


      


      


      Date
        of
        Grant:                                                      December
        3, 2007

      


      


      Number
        of
        Shares:                                              «NumberofShares»
shares

      


      


      Purchase
        Price:                                                      $15.13
        per share

      


      


      Option
        Expires:                                                      January
        3, 2018

      


      


      


      


      


      


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      NATIONAL
        PENN BANCSHARES, INC.

      LONG-TERM
        INCENTIVE COMPENSATION PLAN

      


      NON-QUALIFIED

      STOCK
        OPTION AGREEMENT

      


      


      This
        Stock Option Agreement dated
        December 3, 2007, between National Penn Bancshares, Inc. (the "Corporation")
        and
«Optionee» (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 «NumberofShares» common shares (without par
        value) of the Corporation at the purchase price of $15.13 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 3, 2018 [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

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      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.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (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
        provisions are incorporated herein by reference.  If there shall be
        any inconsistency 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.

       

       

       

      
        
          
          

        

        
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                  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.

      


      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.

      


      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.

       

    

    
 

    
      
        	
                NATIONAL
                  PENN BANCSHARES, INC.

              	
                
                  OPTIONEE

                

              
	 	 
	
                By:
                  _______________________________

              	
                 ______________________________

              
	
                    J.
                  Ralph Borneman, Jr.

              	
                (Signature)

              
	
                    Chairman,
                  Compensation Committee

              	
                ______________________________

              
	 	
                (Print
                  Name)

              
	 	
                ______________________________

              
	 	
                (Print
                  Address)

              


      

    

     

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