EXHIBIT
10.7
NATIONAL PENN BANCSHARES,
INC.
LONG-TERM INCENTIVE COMPENSATION
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
BETWEEN
NATIONAL PENN BANCSHARES,
INC.
AND
________________________
(the Grantee)
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February
23, 2009
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RSUs
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February
23, 2010
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NATIONAL PENN BANCSHARES,
INC.
LONG-TERM INCENTIVE COMPENSATION
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
This Restricted
Stock Unit Agreement dated as of February 23, 2009, between
National Penn Bancshares, Inc. (the "Corporation") and
___________________ (the "Grantee"),
WITNESSETH:
1.
Grant of Restricted Stock Units
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
____________ restricted stock units, each unit being the right to
receive in the future one share of common stock (without par value)
of the Corporation (“RSUs”).
2.
Terms and Conditions
It is
understood and agreed that the grant of RSUs is subject to the
following terms and conditions:
(a)
Restricted (Vesting) Period . The restricted
period of time is from the date of this Agreement through February
23, 2010 (the “Restricted Period”). The time
period restrictions will lapse, and the RSUs will vest, on February
23, 2010, but only if the Grantee continually 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)
Crediting of RSUs to Account . The RSUs will be
credited to an account in the name of the
Grantee. Neither the account nor any RSUs credited to
the account may be sold, transferred, pledged, assigned or
otherwise alienated, hypothecated or disposed of. Prior
to actual payment of the RSUs in shares of the Corporation’s
common stock pursuant to Section 2(e), the RSUs shall represent an
unsecured obligation of the Corporation payable, if at all, from
the general assets of the Corporation.
(c)
Dividend and Voting Rights . The RSUs shall be
entitled to receive equivalents of all dividends and other
distributions paid with respect to shares of the
Corporation’s common stock during the Restricted Period and
thereafter until actual payment is made to the Grantee of the RSUs
as issued shares of common stock. Dividend equivalents
shall be deemed invested in additional RSUs on each dividend
payment date, based on the fair market value of the
Corporation’s common stock on the dividend payment
date. RSUs shall have no voting rights.
(d)
Forfeiture . Notwithstanding any contrary
provision of this Agreement, the balance of the RSUs that do not
vest at the end of the Restricted Period pursuant to Section 2(a)
will thereupon be forfeited and automatically cancelled at no cost
to the Corporation.
(e)
Payment of RSUs as Stock . All RSUs that
become vested pursuant to Section 2(a) shall be paid to the Grantee
in actual shares of the Corporation’s common stock (one share
for each RSU), upon the Grantee’s termination of service as a
director of the Corporation or the Bank.
(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 defi
