ex10-2.htm


     

    
      EXHIBIT
        10.2

      


      NATIONAL
        PENN BANCSHARES, INC.

      


      LONG-TERM
        INCENTIVE COMPENSATION PLAN

      


      


      


      RESTRICTED
        STOCK AGREEMENT

      BETWEEN

      NATIONAL
        PENN BANCSHARES, INC.

      


      AND

      


      _____________

      (the
        Grantee)

      


      


      


      


      Date
        of
        Grant:                                                                ___________

      


      


      Number
        of
        Shares:                                                         _____shares

      


      


      End
        of Restricted Period

      (Vesting
        Period):                                                            January
        24, 2008

      


      


      


      


      


      


      


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


       

      NATIONAL
        PENN BANCSHARES, INC.

      LONG-TERM
        INCENTIVE COMPENSATION PLAN

      


      


      RESTRICTED
        STOCK AGREEMENT

      


      


      This
        Restricted Stock Agreement dated
        as of ____________, between National Penn Bancshares, Inc. (the "Corporation")
        and (the "Grantee"),

      


      WITNESSETH:

      


      1.           Grant
        of Restricted Stock

      


      Pursuant
        to the National Penn
        Bancshares, Inc. Long-Term Incentive Compensation Plan (the "Plan"), this
        Agreement confirms the Corporation's grant to the Grantee, subject to the
        terms
        and conditions of the Plan and to the terms and conditions set forth herein,
        of
        an aggregate of _____ shares of common stock (without par value) of the
        Corporation (“shares of Restricted Stock”).

      


      2.           Terms
        and Conditions

      


      It
        is understood and agreed that the
        grant of shares of Restricted Stock is subject to the following terms and
        conditions:

      


      (a)           Restricted
        (Vesting) Period.  The period of time during which the transfer of
        shares of Restricted Stock is restricted is from the date of this Agreement
        through January 24, 2008 (the “Restricted Period”).  The time period
        restrictions will lapse, and the Restricted Stock will vest, on January 24,
        2008, but only if the Grantee remains in office as a director of the Corporation
        or its subsidiary, National Penn Bank (the “Bank”), through the end of the
        Restricted Period.

      


      (b)           Performance
        Restrictions. In addition to the time restrictions set forth in Section
        2(a), the shares of Restricted Stock are issued subject to the following
        earnings per share performance goals for the Corporation for 2007, as adjusted
        for the 3% stock dividend issued September 30, 2007  (the “Performance
        Restrictions”), and shall only vest if and to the extent that the Performance
        Restrictions are satisfied.  Performance results shall be determined
        at the end of the Restricted Period and shall be interpolated as necessary
        between the various targets to determine vesting at that time:

      


      
        	
                ·  

              	
                Threshold
                  - $1.29 per
                  share                                                                                          400

              


      

      


      
        	
                ·  

              	
                Market/Budget
                  Target - $1.34 per
                  share                                                                     900

              


      

      


      
        	
                ·  

              	
                Stretch
                  Target - $1.40 per
                  share                                                                                1,000

              


      

      


      
        	
                ·  

              	
                Optimum
                  - $1.45 per
                  share                                                                                         
                  1,100

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      In
        the
        event of any further stock dividend or stock split affecting the Corporation’s
        common stock, the aforesaid Performance Restrictions shall be adjusted
        appropriately and equitably, as shall be determined by the
        Committee.

      


      (c)           Escrow
        and Custody of Shares.  Unless and until the shares of Restricted
        Stock vest as provided in Section 2(a) and 2(b), such shares will be registered
        in the name of the Grantee and issued in certificate form, and such certificate
        or certificates will be held by the Secretary of the Corporation as escrow
        agent
        (“Escrow Agent”) and may not be sold, transferred, pledged, assigned or
        otherwise alienated, hypothecated or disposed of until the termination of
        the
        Restricted Period and the satisfaction of the Performance Restrictions. The
        Corporation may instruct the transfer agent for its common stock to place
        a
        legend on the certificates representing the shares of Restricted Stock or
        otherwise mark its records as to the restrictions on transfer set forth in
        this
        Agreement. The certificate or certificates representing such shares of
        Restricted Stock will not be delivered by the Escrow Agent to the Grantee
        unless
        and until the shares of Restricted Stock have vested and all other terms
        and
        conditions in this Agreement have been satisfied.

      


      (d)           Dividend
        and Voting Rights.  The shares of Restricted Stock shall be
        entitled to receive all dividends and other distributions paid with respect
        to
        shares of the Corporation’s common stock during the Restricted
        Period.  The Grantee may exercise full voting rights with respect to
        the shares of Restricted Stock during the Restricted Period.

      


      (e)           Forfeiture.   Notwithstanding
        any contrary provision of this Agreement, the balance of the shares of
        Restricted Stock that do not vest at the end of the Restricted Period pursuant
        to Section 2(a) and 2(b) will thereupon be forfeited and automatically
        transferred to and reacquired by the Corporation at no cost to the Corporation.
        The Grantee hereby appoints the Escrow Agent, with full power of substitution,
        as the Grantee’s true and lawful attorney-in-fact with irrevocable power and
        authority in the name and on behalf of the Grantee to take any action and
        execute all documents and instruments, including without limitation stock
        powers, which may be necessary to transfer the unvested shares of Restricted
        Stock and the certificate or certificates representing the same to the
        Corporation upon determination of such vesting.

      


      (f)           Death
        or Disability.    If the Grantee's service as a director
        of the Corporation or the Bank terminates due to death or Disability (as
        defined
        in the Plan), any remaining Restricted Period shall automatically terminate
        and
        lapse immediately, but the Performance Restrictions shall remain in full
        force
        and effect.

      


      (g)           Retirement.    If
        the Grantee's service as a director of the Corporation or the Bank terminates
        due to Retirement (as defined in the Plan, including a resignation in accordance
        with the mandatory retirement provisions of the Corporation’s or Bank’s Bylaws),
        any remaining Restricted Period shall automatically terminate and lapse
        immediately, but the Performance Restrictions shall remain in full force
        and
        effect. Shares that would otherwise vest under the Performance Restrictions
        shall only vest, pro rata, for that period of time preceding the Grantee’s
        termination of service as a director due to Retirement.

      


      (h)           Transferability.
        All rights with respect to the shares of Restricted Stock shall be exercisable
        during the Grantee’s lifetime only by the Grantee. Prior to the lapse of the
        Restricted Period and the Performance Restrictions, the shares of Restricted
        Stock shall be transferable only by Will or by the laws of descent and
        distribution.

      


      (i)           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 shares of common stock shall occur, the
        number and class of shares of Restricted Stock 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
        Grantee.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      (j)           No
        Right To Continued Directorship.  This grant of shares of
        Restricted Stock shall not confer upon the Grantee any right to continue
        as a
        director of the Corporation, the Bank or any other subsidiary, nor shall
        it
        interfere in any way with the rights of the shareholders of the Corporation
        or
        the Board of Directors to elect and remove directors.

      


      (k)           Compliance
        with Law and Regulations.  This grant of shares of Restricted
        Stock 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.

      


      (l)           Change-in-Control.  If
        any "Change-in-Control" (as defined in the Plan) occurs, the Restricted Period
        shall immediately lapse and the Performance Restrictions shall be deemed
        immediately satisfied in full.

      


      3.           Investment
        Representation

      


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

      


      4.           Grantee
        Bound by Plan

      


      The
        Grantee 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.

      


      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).

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      6.           Withholding
        of Taxes

      


      The
        Corporation may require as a
        condition precedent to the issuance of any shares of Restricted Stock, or
        their
        release from the escrow established under Section 2(c), 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 Grantee 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 and the Grantee
        has
        executed this Agreement, both as of the day and year first above
        written.

      


       

    

    
      
        	
                NATIONAL
                  PENN BANCSHARES, INC.

              	
                GRANTEE

              
	 	 
	
                By:
                  _______________________________

              	
                 ______________________________

              
	
                    J.
                  Ralph Borneman, Jr.

              	
                (Signature)

              
	
                    Chairman,
                  Compensation Committee

              	
                ______________________________

              
	 	
                (Print
                  Name)

              
	 	
                ______________________________

              
	 	
                (Print
                  Address)

              


      

    

     

     

    5