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) September 26, 2001
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NATIONAL PENN BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-10957 23-2215075
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Ident. No.)
Philadelphia and Reading Avenues, Boyertown, PA 19512
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (610) 367-6001
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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Amended Officers' and Key Employees' Stock Compensation Plan
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On September 26, 2001, the Board of Directors of National Penn
Bancshares, Inc. approved an amendment to National Penn's Officers' and Key
Employees' Stock Compensation Plan (the "Employees' Plan").
Prior to the amendment, the Employees' Plan provided:
* Upon an optionee's termination of employment, the unexercised
vested portion of any option then held expired three months
from the date of termination. If the original term of the
option would expire earlier, that expiration date applied
instead. The non-vested portion of the option expired on the
date of termination.
* If the optionee's employment ended because of retirement at
age 60 or later, disability or death, the three-month period
was extended to three years, again subject to earlier
termination if the original option term would end first. In
this case, the non-vested portion of the option vested
immediately.
Under the Employees' Plan, as amended, the maximum period of time for
the exercise of an option after an optionee's retirement at age 60 or later,
disability or death, is increased from three years to five years. As before the
amendment, the post-employment exercise period cannot exceed the original term
of the option.
The amendment to the Employees' Plan is effective immediately, but only
applies to stock options granted after its effective date.
The foregoing description of the Employees' Plan does not purport to be
complete and is qualified in its entirety by the text of the Employees' Plan
itself, which is included herein as Exhibit 10.1.
Amended Non-Employee Directors' Stock Option Plan
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On September 26, 2001, the Board of Directors of National Penn
Bancshares, Inc. approved an amendment to National Penn's Non-Employee
Directors' Stock Option Plan (the "Non-Employee Directors' Plan").
Prior to the amendment, the Non-Employees' Directors' Plan provided:
* Upon an optionee's termination of service as a National Penn
director, the unexercised vested portion of any option then
held expired three months from the date of termination. If the
original term of the option expired earlier, that expiration
date applied instead. Any non- vested option expired on the
date of termination.
* If the optionee's service as a director ended because of
mandatory retirement under National Penn's bylaws (at either
age 70 or 72, depending on the circumstances), disability or
death, the three-month period was extended to three years,
again subject to earlier termination if the original option
term would end first. In this case, any non-vested option
vested immediately.
Under the Non-Employee Directors' Plan, as amended, the maximum period
of time for the exercise of an option after an optionee's termination of service
as a director because of mandatory retirement under National Penn's bylaws,
disability or death, is increased from three years to five years. As before the
amendment, the post-service exercise period cannot exceed the original term of
the option.
The amendment to the Non-Employee Directors' Plan is effective
immediately, but only applies to stock options granted after its effective date.
The foregoing description of the Non-Employee Directors' Plan does not
purport to be complete and is qualified in its entirety by the text of the
Non-Employee Directors' Plan itself, which is included herein as Exhibit 10.2.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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10.1 - Amended Officers' and Key Employees' Stock
Compensation Plan.
10.2 - Amended Non-Employee Directors' Stock Option Plan.
SIGNATURE
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.
NATIONAL PENN BANCSHARES, INC.
By /s/ Wayne R. Weidner
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Name: Wayne R. Weidner
Title: President and CEO
Dated: September 26, 2001
EXHIBIT INDEX
Exhibit Number Description
10.1 - Amended Officers' and Key Employees' Stock
Compensation Plan.
10.2 - Amended Non-Employee Directors' Stock Option Plan.