Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - NATIONAL PENN BANCSHARES INC | ex10-1.htm |
| EX-10.2 - EXHIBIT 10.2 - NATIONAL PENN BANCSHARES INC | ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 3, 2009 (October 28,
2009)
NATIONAL
PENN BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Pennsylvania
(State
or Other Jurisdiction
of
Incorporation)
|
000-22537-01
(Commission
File
Number)
|
23-2215075
(IRS
Employer
Identification
No.)
|
Philadelphia
and Reading Avenues,
Boyertown,
PA 19512
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800) 822-3321
N/A
(Former
Name or Former Address, if Changed Since Last Report)
__________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item 1.01. Entry
Into a Material Definitive Agreement
TARP
Restriction Agreements
As
previously reported, in December 2008, as part of the U.S. Treasury’s Capital
Purchase Program Troubled Asset Relief Program (the “TARP CPP”), National Penn
Bancshares, Inc. (“National Penn”) issued $150 million of senior preferred
stock, and related common stock purchase warrants to the U.S.
Treasury. Certain provisions of the American Reinvestment and
Recovery Act of 2009 (the “Recovery Act”), and certain rules issued by the U.S.
Treasury implementing the Recovery Act, including the TARP Interim Final Rules,
require TARP CPP participants, including National Penn to adopt certain
restrictive standards for executive compensation and corporate governance during
the period in which the U.S. Treasury holds the TARP program participant’s stock
(the “TARP Compliance Period”). Also as previously reported, Messrs.
Bruce G. Kilroy and Paul W. McGloin (the “Officers”), each entered into a CPP
Clawback and Parachute Restriction Agreement (each a “Clawback Agreement”) with
National Penn on December 10, 2008, which imposed certain restrictions on the
Officer’s compensation.
In
connection with the announcement of the retirements of each of the Officers, as
described in Item 5.02 of this Report, on October 30, 2009 and November 2, 2009,
respectively, Messrs. Kilroy and McGloin entered into a TARP Restriction
Agreement with National Penn (each a “Restriction Agreement”). Each
Restriction Agreement provides that during any time period when the Officer is
classified by National Penn as either a “senior executive officer” or one of the
top 5 “most highly compensated employees” (in each case, as defined in the TARP
Interim Final Rules) (1) that any bonus or incentive compensation paid to the
Officer will be subject to recovery by National Penn if the payments were based
on financial statements or performance metric criteria that are later proven to
be materially inaccurate; (2) that the Officer agrees to forfeit any payments to
which he may be entitled resulting from the Officer’s departure from National
Penn or from a “change in control” of National Penn; and (3) that the Officer
agrees to forfeit any reimbursement by National Penn of any taxes owed to the
Officer with respect to any compensation. Each Restriction Agreement
also provides that during any time period when the Officer is classified by
National Penn as a senior executive officer or one of the top 20 most highly
compensated employees, clauses (2) and (3) of the preceding sentence will apply
to the Officer. During any time period the Officer is classified by
National Penn as one of the top 5 most highly compensated employees the Officer
will forfeit the payment or accrual of any bonuses or retention awards accrued
after June 15, 2009, except for certain restricted stock.
Finally,
each Restriction Agreement provides that if the Officer’s employment is
terminated, at the option of the Officer, National Penn agrees to enter into a
Consulting and Noncompetition Agreement with the Officer. Each
Restriction Agreement terminates the Clawback Agreement referred to
above.
Copies of
the Restriction Agreements are included as exhibits to this current report on
Form 8-K as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference into
this Item 1.01. The foregoing summary of certain provisions of these
documents is qualified in its entirety by reference to the complete copies of
these documents included to this current report on Form 8-K.
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointments of Certain Officers; Compensatory Arrangements of
Certain Officers
Retirement
of Kilroy and McGloin
On
October 28, 2009, National Penn announced the retirement of Group Executive Vice
President Bruce G. Kilroy and Group Executive Vice President Paul W. McGloin,
each retirement effective as of December 31, 2009.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
|
(d)
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Exhibits.
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10.1
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10.2
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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NATIONAL
PENN BANCSHARES, INC.
|
|
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By: /s/Glenn E.
Moyer
|
|
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Name: Glenn
E. Moyer
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Title: President
and CEO
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Dated:
November 3, 2009
EXHIBIT
INDEX
| Exhibit Number | Description |
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