formofstockoptionawarbb4






           NON-QUALIFIED STOCK OPTION AWARD AGREEMENT                                                                                                              EXIBIT 10.1                                                                           STOCK OPTION                                                                             Granted by                                                                 NORTHWEST BANCSHARES, INC.                                                                              under the                                                                 NORTHWEST BANCSHARES, INC.                         2018 EQUITY INCENTIVE PLAN                                                 This stock option agreement (“Option” or “Agreement”) is and will be subject in every  respect  to  the  provisions  of  the 2018 Equity Incentive  Plan  (the  “Plan”)  of Northwest  Bancshares, Inc. (the “Company”) which are incorporated herein by reference and made a part  hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided, or  made available, to each person granted a stock option pursuant to the Plan.  The holder of this  Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of  the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan  and this Agreement by the Compensation Committee of the Board of Directors of the Company  (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s  heirs,  legal  representatives,  successors  and  permitted  assigns.   Except  where  the  context  otherwise  requires,  the  term  “Company”  will  include  the  parent  and  all  present  and  future  subsidiaries  of  the  Company  as  defined  in  Section  424(e)  and 424(f)  of  the  Internal  Revenue  Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but  not defined will have the same meaning as in the Plan.   1.    Name of Participant.                                                       2.    Date of Grant.  _________, 20__                                3.    Total number of shares of Company common stock, $0.01 par value per share, that        may be acquired pursuant to this Option.                                  (subject to adjustment pursuant to Section 10 hereof).                This is a Non-Qualified Option.   4.    Exercise price per share.  $ _______        (subject to adjustment pursuant to Section 10 below)    5.    Expiration Date of Option.  ________, 20__.     6.   Vesting  Schedule.  Except  as  otherwise  provided  in  this  Agreement,  this  Option  first       becomes  exercisable,  subject  to  the  Option’s  expiration  date,  in accordance  with  the       vesting schedule specified herein.            [Set forth Vesting Schedule]                                                   





 






      This Option may not be exercised at any time on or after the Option’s expiration date.        Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the        event of death, Disability, Retirement or Involuntary Termination following a Change in        Control).   7.    Exercise Procedure.           7.1  Delivery  of  Notice  of  Exercise  of  Option.  This  Option  will  be  exercised  in             whole or in  part by the  Participant’s  delivery to  the Company of written notice             (the “Notice of Exercise of Option” attached hereto as Exhibit A) setting forth             the number of shares with respect to which this Option is to be exercised, together             with payment by cash or other means acceptable to the Committee, including:                        Cash  or  personal,  certified  or  cashier’s  check  in  full/partial  payment  of  the                 purchase price.                        Stock of the Company in full/partial payment of the purchase price.                        By a net settlement of the Option, using a portion of the shares obtained on                 exercise in payment of the exercise price of the Option (and, if applicable, any                 required tax withholding).                 By selling shares  from  my  Option  shares through  a  broker in  full/partial                 payment of the purchase price.         7.2  “Fair  Market Value” shall have the meaning set  forth  in  Section 8.1(r) of the             Plan.   8.    Delivery of Shares.                      8.1  Delivery of Shares.  Delivery of shares of Common Stock upon the exercise of             this  Option  will comply with  all applicable laws  (including the requirements  of             the Securities Act) and the applicable requirements of any securities exchange or             similar entity.                9.    Change in Control.              9.1   In the event of the Participant’s Involuntary Termination following a Change in             Control,  all  Options  held  by  the  Participant,  whether  or  not exercisable  at  such             time,  will  become  fully  exercisable  for  one  year  following  the  Participant’s             Involuntary Termination, subject to the expiration provisions otherwise applicable             to the Option.                9.2  A “Change in Control” will be deemed to have occurred as provided in Section             4.2 of the Plan.                                                          2                                          





 






10.   Adjustment Provisions.         This Option, including the number of shares subject to the Option and the exercise price,        will be adjusted upon the occurrence of the events specified in, and in accordance with        the provisions of Section 3.4 of the Plan.   11.   Termination of Option and Accelerated Vesting.           This Option will terminate upon the expiration date, except as set forth in the following         provisions:              (i)    Death.  This Option will become exercisable as to all shares subject to an                    outstanding  Award,  whether  or  not  then  exercisable,  in  the  event  of  the                    Participant’s Termination of Service by reason of the Participant’s death.                     This  Option  may  thereafter  be  exercised by  the  Participant’s  legal                    representative or beneficiaries during the remaining term of the Option.               (ii)   Disability.  This Option will become exercisable as to all shares subject to                    an outstanding Award, whether or not then exercisable, in the event of the                    Participant’s  Termination  of  Service  by  reason  of  the  Participant’s                    Disability.  This  Option  may  thereafter  be  exercised by  the  Participant                    during the remaining term of the Option.                (iii)  Retirement.  This Option will become exercisable as to all shares subject                    to an outstanding Award, whether or not then exercisable, in the event of                    the  Participant’s  Termination  of  Service  by  reason  of  the  Participant’s                    Retirement.  “Retirement”  shall  have  the  meaning  set  forth  in  Section                    8.1(cc)  of  the  Plan.  This  Option  may  thereafter  be  exercised  by  the                    Participant during the remaining term of the Option.                       (iv)   Termination for Cause.  If the Participant’s Service has been terminated                    for  Cause,  all  Options  that  have  not  been  exercised  will  expire  and  be                    forfeited.                            (v)    Other Termination.  If  the  Participant’s Service  terminates  for  any                    reason  other  than  due  to  death,  Disability,  Retirement,  Involuntary                    Termination following a Change in Control or for Cause, this Option may                    thereafter be exercised, to the extent it was exercisable at the time of such                    termination, for a period of one (1) year following termination, subject to                    termination on the Option’s expiration date, if earlier.    12.   Miscellaneous.                12.1 No  Option  will  confer  upon  the  Participant  any  rights  as  a  stockholder  of  the             Company prior to the date on which the individual fulfills all conditions for receipt             of such rights.                12.2 This Agreement may not be amended or otherwise modified unless evidenced in             writing and signed by the Company and the Participant.                                                 3                                          





 






12.3 In the discretion of the Committee, a non-qualified Option granted under the Plan       may be transferable by the Participant, provided, however, that such  transfers will       be limited to Immediate Family Members of Participants, trusts and partnerships       established  for  the  primary  benefit  of  such  family  members  or  to  charitable       organizations,  and  provided,  further,  that  such  transfers  are  not  made  for       consideration to the Participant.    12.4 This Agreement will be governed by and construed in accordance with the laws of       the Commonwealth of Pennsylvania.    12.5 This Agreement is subject to all laws, regulations and orders of any governmental       authority  which  may  be  applicable  thereto  and,  notwithstanding  any  of  the       provisions hereof, the Participant agrees that he or she will not exercise the Option       granted  hereby  nor  will  the  Company  be  obligated  to  issue  any  shares  of  stock       hereunder if the exercise thereof or the issuance of such shares, as the case may       be, would constitute a violation by the Participant or the Company of any such       law, regulation or order or any provision thereof.    12.6  The granting of this Option does not confer upon the Participant any right to be         retained in the service of the Company or any subsidiary.                                                                 [Signature Page to Follow]                                                         4                                    





 






      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its  name and on its behalf as of the date of grant of this Option set forth above.                                             NORTHWEST BANCSHARES, INC.                                             By:                                                                             Its:                                                                                                       PARTICIPANT’S ACCEPTANCE         The  undersigned  hereby  accepts  the  foregoing  Option  and  agrees  to  the  terms  and  conditions hereof, including the terms and provisions of the 2018 Equity Incentive Plan.  The  undersigned  hereby  acknowledges  receipt  of  a  copy  of  the  Company’s 2018 Equity Incentive  Plan.                                             PARTICIPANT                                                                                                                                                                                                                                                               5                                          





 






                                  EXHIBIT A                         NOTICE OF EXERCISE OF OPTION          I hereby exercise the stock option (the “Option”) granted to me by Northwest Bancshares, Inc.  (the  “Company”)  or  its  affiliate,  subject  to  all  the  terms  and  provisions  set  forth  in  the  Stock  Option  Agreement  (the  “Agreement”)  and  the Northwest  Bancshares, Inc. 2018 Equity Incentive  Plan  (the  “Plan”)  referred  to  therein,  and  notify  you  of  my  desire to  purchase  __________________  shares  of  common stock of the Company (“Common Stock”) for a purchase price of $______ per share.                I elect to pay the exercise price by:                ___   Cash  or  personal,  certified  or  cashier’s  check  in  the  sum  of  $_______,  in  full/partial              payment of the purchase price.         ___   Stock of the Company with a fair market value of $______ in full/partial payment of the              purchase price.*         ___   A net  settlement  of  the  Option,  using  a  portion  of  the  shares  obtained  on  exercise  in              payment  of  the  exercise  price  of  the  Option  (and,  if  applicable,  any  required  tax              withholding).         ___   Selling  ______ shares from my Option shares through a broker in full/partial payment of              the purchase price.         I understand that after this exercise, ____________ shares of Common Stock remain subject to  the Option, subject to all terms and provisions set forth in the Agreement and the Plan.         I hereby represent that it is my intention to acquire these shares for the following purpose:         ___   investment        ___   resale or distribution          Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the  Securities  Act  of  1933)  the  shares  you  acquire  through  this  Option  exercise,  the  Company  or  transfer  agent may require an opinion of counsel that such resale or distribution would not violate the Securities  Act of 1933 prior to your exercise of such Option.   Date: ____________, _____.    _________________________________________                                      Participant’s signature    *     If I elect to exercise by exchanging shares I already own, I will constructively return shares that I  already  own  to  purchase  the  new  option  shares.   If  my  shares  are  in  certificate  form,  I  must  attach  a  separate statement indicating the certificate number of the shares I am treating as having exchanged.  If  the shares are held in “street name” by a registered broker, I must provide the Company with a notarized  statement attesting to the number of shares owned that will be treated as having been exchanged.  I will  keep the shares that I already own and treat them as if they are shares acquired by the option exercise.  In  addition,  I  will  receive  additional  shares  equal  to  the  difference  between  the  shares  I  constructively  exchange and the total new option shares that I acquire.                                                                                        6