EXHIBIT
10.5
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NATIONAL PENN BANCSHARES,
INC.
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LONG-TERM INCENTIVE COMPENSATION
PLAN
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PERFORMANCE BASED
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RESTRICTED STOCK
AGREEMENT
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BETWEEN
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NATIONAL PENN BANCSHARES,
INC.
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AND
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_________________________
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(the Grantee)
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Date of Grant:
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February 23,
2009
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Number of
Shares:
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______
shares
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End of
Restricted Period
(Vesting
Period):
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February 15,
2012
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NATIONAL PENN BANCSHARES,
INC.
LONG-TERM INCENTIVE
COMPENSATION PLAN
PERFORMANCE BASED
RESTRICTED STOCK
AGREEMENT
This Restricted
Stock Agreement dated as of February 23, 2009, 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 the later of
February 15, 2012 and the last day of the period during which the
Corporation or any of 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 (the “Restricted Period”). The time
period restriction will lapse, and the Restricted Stock will vest
upon the expiration of the Restricted Period, but only if the
Grantee remains continuously employed by the Corporation or a
subsidiary of the Corporation through the end of the Restricted
Period or as otherwise provided herein.
(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 performance
goals for years 2009 and 2010 (collectively, the “Performance
Restrictions”), and shall only vest if and to the extent that
the Performance Restrictions are fully
satisfied. Performance results shall be determined by
the Committee promptly after the end of year 2010 and shall be
interpolated as necessary between the various targets to determine
vesting and forfeiture on account of the Performance Restrictions
at that time:
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Weight
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Measure
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Award Achievement
Scale
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50%
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Maintain
Strong Asset Quality
(Measure for
entire two year period
January 1,
2009 to December 31, 2010)
1. Loan loss reserve as % of
NPA’s
2. NPA’s as % of total
loans
3. Net charge-offs as % of average
loans
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Threshold – one measure in top peer quartile and two
in the second
Target – two measures in top peer quartile and
one in the second
Maximum – all three measures in top
quartile
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50%
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Improve
Liability Acquisition and Costs
–
Interest expense on deposits to average deposits
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Threshold – improve to fourth peer quintile for six
month period
July 1, 2010
through December 31, 2010
Target – third quintile for same six month
period
Maximum – second quintile for same six month
period
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________________________
1. The two performance measures are
independent of each other and each is weighted equally –
i.e., each is worth 50% of the total grant award.
(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. The Escrow Agent
may, in its discretion, elect to enter into alternative
arrangements for the escrow of the shares of Restricted Stock, if,
in the Escrow Agent’s discretion, such shares are issued in
book-entry form.
(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 . &nbs
