EXHIBIT 10.6
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NATIONAL PENN BANCSHARES,
INC.
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LONG-TERM INCENTIVE COMPENSATION
PLAN
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SERVICE 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 23,
2014
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NATIONAL PENN BANCSHARES,
INC.
LONG-TERM INCENTIVE
COMPENSATION PLAN
SERVICE-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 23, 2014 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)
Escrow and Custody of Shares . Unless and until
the shares of Restricted Stock vest as provided in Section 2(a),
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. 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.
(c)
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.
(d)
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) 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.
(e)
Death, Disability, Retirement or other Terminat
