Attached files
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 24, 2009 (November 18,
2009)
NATIONAL
PENN BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Charter)
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Pennsylvania
(State
or Other Jurisdiction
of
Incorporation)
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000-22537-01
(Commission
File
Number)
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23-2215075
(IRS
Employer
Identification
No.)
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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):
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o
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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. Glenn E. Moyer, Scott
V. Fainor, Michael R. Reinhard and Donald P. Worthington, 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
each such officer’s compensation.
In
connection with its participation in the TARP CPP, National Penn and National
Penn Bank (the “Bank”) entered into TARP Restriction Agreements (each a
“Restriction Agreement”) with each of Messrs. Moyer and Fainor on November 20,
2009 and with each of Mr. Michael J. Hughes and Ms. Sandra L. Bodnyk on November
23, 2009, and National Penn entered into Restriction Agreements with Mr.
Reinhard on November 19, 2009 and with Mr. Worthington on November 20,
2009. Each Restriction Agreement provides that during any time period
when each such 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) any bonus or
incentive compensation paid to such officer will be subject to recovery by
National Penn and/or the Bank if the payments were based on financial statements
or performance metric criteria that are later proven to be materially
inaccurate; (2) the officer agrees to forfeit any payments to which he may be
entitled resulting from the officer’s departure from National Penn and/or the
Bank or from a “change in control” of National Penn and/or the Bank; and (3) the
officer agrees to forfeit any reimbursement by National Penn and/or the Bank of
any taxes owed to the officer with respect to any compensation. Each
Restriction Agreement also provides that during any time period when any such
officer is classified by National Penn and/or the Bank as a senior executive
officer or one of the top 20 most highly compensated employees, clauses (1) and
(3) of the preceding sentence will apply to such 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, except for Mr. Reinhard’s Restriction Agreement,
provides that if the officer’s employment is involuntarily terminated without
“cause”, at the option of the officer, National Penn agrees to enter into a
Consulting and Noncompetition Agreement with the officer. The
Restriction Agreements with Messrs. Moyer, Fainor, Reinhard and Worthington
terminate those certain Clawback Agreements referred to above.
Copies of
the Restriction Agreements are included as exhibits to this Current Report on
Form 8-K as Exhibits 10.1 through 10.6 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. The
disclosure under Item 5.02 of this Current Report on Form 8-K is also responsive
to this Item and is hereby incorporated by reference.
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
Amendatory
Agreement to Employment Agreement
On
November 18, 2009, the Bank entered into an Amendatory Agreement (the
“Amendatory Agreement”) with Donald P. Worthington, amending certain sections of
that certain Employment Agreement dated as of September 24, 2002, as previously
amended, by and between the Bank and Mr. Worthington (the “Employment
Agreement”). Pursuant to the Amendatory Agreement, the Employment
Agreement was amended to: (i) extend the term of the Employment Agreement to
March 24, 2012, (ii)
provide Mr. Worthington with an automobile allowance of no less than $750 per
month, in lieu of the prior automobile-related provision, and (iii) provide that
the Bank shall continue to pay Mr. Worthington his base salary through March 24,
2012 should the Bank terminate Mr. Worthington’s employment at any time without
cause.
A copy of
the Amendatory Agreement is included as an exhibit to this Current Report on
Form 8-K as Exhibit 10.7 and is incorporated by reference into this Item
5.02. The foregoing summary of certain provisions of such document is
qualified in its entirety by reference to the complete copy of the document
included to this Current Report on Form 8-K.
Section
9 - Financial Statements And Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 24, 2009
EXHIBIT
INDEX
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Number
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Description
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Method of Filing
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10.1
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TARP
Restriction Agreement dated November 20, 2009 by and between National Penn
Bancshares, Inc., National Penn Bank and Glenn E. Moyer.
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10.2
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TARP
Restriction Agreement dated November 20, 2009 by and between National Penn
Bancshares, Inc., National Penn Bank and Scott V. Fainor.
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10.3
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TARP
Restriction Agreement dated November 23, 2009 by and between National Penn
Bancshares, Inc., National Penn Bank and Michael J.
Hughes.
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10.4
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TARP
Restriction Agreement dated November 23, 2009 by and between National Penn
Bancshares, Inc., National Penn Bank and Sandra L. Bodnyk.
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10.5
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TARP
Restriction Agreement dated November 19, 2009 by and between National Penn
Bancshares, Inc. and Michael R. Reinhard.
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10.6
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TARP
Restriction Agreement dated November 20, 2009 by and between National Penn
Bancshares, Inc. and Donald P. Worthington.
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10.7
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Amendatory
Agreement dated as of November 18, 2009, by and between National Penn Bank
and Donald P. Worthington.
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