Exhibit 10.1
NATIONAL PENN BANCSHARES, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. Purpose. The purpose of the National Penn Bancshares, Inc.
("National Penn") Dividend Reinvestment and Stock Purchase Plan (the "Plan") is
to provide holders of record and beneficial holders of National Penn's common
shares (the "Shares") the opportunity to reinvest their dividends and other cash
contributions in Shares.
2. Appointment of Administrator. National Penn hereby appoints Mellon
Bank, N.A. (the "Administrator") as Plan administrator, and the Administrator,
by assuming its duties hereunder, accepts its appointment as Plan administrator
and agrees to the terms and conditions of the Plan, as set forth herein.
National Penn may terminate the Administrator's appointment at any time and
appoint in its place another corporation, bank or other entity to serve as Plan
administrator.
3. Enrollment in the Plan. Holders of record of Shares desiring to
participate in the Plan must submit a completed Enrollment Form to the
Administrator in the form required by the Administrator or enroll on-line in the
manner permitted by the Administrator. Beneficial holders of Shares desiring to
participate in the Plan must either become shareholders of record by having
Shares transferred into their own names or arrange with the record holders of
such Shares (e.g., a broker or bank nominee) to participate in the Plan on their
behalf.
4. Commencement of Plan Participation. An applicant's participation in
the Plan will begin after the Administrator receives the applicant's completed
Enrollment Form or on-line enrollment or, in the case of a beneficial owner,
after completion of other arrangements by its record holder satisfactory to
National Penn and the Administrator.
5. Full or Partial Dividend Reinvestment. Pursuant to a participant's
authorization, National Penn will pay directly to the Administrator all of the
dividends on Shares held of record by the participant and on Shares held by the
Administrator under the Plan, except that a participant may elect for dividends
on a fixed number of Shares not to be paid to the Administrator for
reinvestment. If a participant elects partial dividend reinvestment, any
dividends not paid to the Administrator for reinvestment will be paid directly
to such participant.
6. Voluntary Cash Contributions. A participant may make voluntary cash
contributions to the Administrator in any amount from a minimum of $100 to a
maximum of $2,000 per calendar month,
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for investment in his or her Plan account. In addition to payment by check or
money order, such payments may also be made by an individual automatic
deduction, or automatic monthly deductions, from a participant's bank account,
in the manner permitted by the Administrator.
7. Investment of Funds. As agent for Plan participants, the
Administrator will, on each investment date, apply dividends paid to it, and
voluntary cash contributions permitted by Section 6, to the purchase of whole
and fractional Shares from National Penn for participants' accounts. Each
dividend payment date and the corresponding day of each month in which a
dividend is not payable shall each be an "investment date" hereunder.
8. Timeliness of Voluntary Cash Contributions. To be invested on a
given investment date, voluntary cash contributions permitted by Section 6 must
be received by the Administrator at least two business days before the
investment date. Any voluntary cash contributions permitted by Section 6 that do
not comply with the foregoing two business days requirement will be held by the
Administrator for investment on the next following investment date. No interest
will be paid on voluntary cash contributions regardless of when they are
received.
9. Source of Shares. Shares purchased for Plan accounts may be
authorized but unissued Shares or Shares held by National Penn as treasury
stock, as National Penn shall elect.
10. Price of Shares Purchased from National Penn. The price of Shares
purchased from National Penn will be equal to the fair market value of such
Shares on the investment date. The fair market value of a Share as of any date
shall be:
(a) the closing sale price of a Share on the given date, as
reported on the National Association of Securities Dealers Automated Quotation
("Nasdaq") National Market and published in The Wall Street Journal;
(b) if no closing sale price is reported on the given date,
the closing sale price of a Share on the next preceding day on which the Shares
were traded, as reported on the Nasdaq National Market and published in The Wall
Street Journal;
(c) if the Shares are listed on a stock exchange, the closing
sale price of a Share on the given date, as reported in The Wall Street Journal;
or
(d) if the Shares are listed on a stock exchange, and if no
closing sale price of a Share is reported on the given date, the closing sale
price of a Share on the next preceding day on which the Shares were traded, as
reported in The Wall Street Journal; or
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(e) if the Shares are not listed on Nasdaq or on a
stock exchange, by the Board in its sole discretion.
If an investment date falls on a Saturday, Sunday or holiday, fair market value
of a Share will be determined as if the investment date had fallen on the
preceding Friday or business day, as the case may be.
11. Open Market Purchases; Price of Shares. National Penn reserves the
right to direct the Administrator from time to time to purchase Shares under the
Plan in the open market, including in privately negotiated transactions
(collectively, "open market purchases"). Open market purchases may begin four
business days before the investment date and shall be completed as soon as
practical but in no circumstances later than 30 days after such date. The
purchase price to participants for Shares acquired through open market purchases
will be the cost to the Administrator of such purchases, except that National
Penn shall pay all brokerage commissions. Where any Shares are acquired in open
market purchases, no Shares shall be allocated to participants' accounts until
the date on which the Administrator has acquired sufficient Shares from National
Penn and/or through open market purchases to cover the monthly purchases for all
participants in the Plan. In such event, the purchase price to all participants
shall be based on the weighted averages of the prices of all Shares acquired
from National Penn and/or through open market purchases.
12. Shares Held by Nominee. All shares purchased by the Administrator
for Plan accounts shall be held in its name or in the name of its nominee.
13. Account Statements. As soon as practicable after a transaction is
completed for a participant's account, the Administrator shall send such
participant a statement confirming the transaction and containing other
information about the account, including the total Shares held by the
Administrator in the account.
14. Stock Certificates. No certificate will be issued to a participant
for the Shares held in his or her account unless the participant so requests in
writing or in a manner otherwise satisfactory to the Administrator, or until
such participant's account is terminated. Any such request must be submitted to
the Administrator after the Shares have been purchased. No certificates for
fractional Shares will be issued.
15. Safekeeping. A participant may deposit certificates for Shares
registered in his or her name with the Administrator for safekeeping. A
participant who desires to do so must complete the appropriate box on an
Enrollment Form or other documentation satisfactory to the Administrator and
submit the
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Form or other documentation to the Administrator together with the certificates
for the Shares.
16. Service Fees. The Administrator may charge service fees to Plan
participants for such services, and in such amounts, as shall be agreed upon
from time to time by National Penn and the Administrator.
17. Voting of Shares. The Administrator shall forward proxies to
participants (excluding persons who also hold Shares of record or who are
participating through arrangements made by record holders on their behalf, all
of whom will receive proxies through other means) for Shares held under the Plan
and will vote any Shares that it holds for such a participant's account in
accordance with the participant's instructions. If such a participant does not
give proxy instructions, such Shares will not be voted.
18. Transfers of Shares. At a participant's request and upon receipt of
written or other instructions and documentation satisfactory to the
Administrator, the Administrator shall transfer to a person designated by a
participant all or any portion of the Shares credited to the participant's Plan
account, as permitted by National Penn. In such a transfer, the Administrator
shall send the transferee a certificate issued by National Penn for the
transferred Shares, or shall otherwise issue the shares in a manner permitted by
National Penn.
19. Sale of Shares. At a participant's request and upon receipt of
written or other instructions and documentation satisfactory to the
Administrator, the Administrator shall sell on a participant's behalf all or any
portion of the whole number of Shares credited to the participant's Plan
account. Any such sale may be effected by the Administrator in any manner deemed
to be reasonable and appropriate by the Administrator. At the Administrator's
sole option and discretion, the Administrator may aggregate Shares to be sold on
behalf of various participants, sell any such Shares through a broker of its
choosing (the Administrator being authorized to effect sales of Shares through
brokerage services provided by the Administrator or one of its affiliates) or in
a negotiated transaction without a broker (including a sale to National Penn),
and the Administrator may purchase any such Shares on behalf of other
participants. Any sale to National Penn or purchase by the Administrator on
behalf of Plan accounts shall be made at fair market value (as defined in
Section 10) on the date of the transaction. Following any sale on behalf of a
participant, the Administrator shall issue to the selling participant a check in
an amount equal to his or her proportionate share of the net proceeds of such
sale (after the deduction of brokerage commissions and other sale costs, if any,
paid or incurred by or payable by the Administrator).
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20. Termination of Participation by Participant. A participant may
terminate his or her participation in the Plan at any time by giving written
notice of termination, or other notice of termination as permitted by the
Administrator. Dividends corresponding to a record date occurring after the
Administrator receives such notice shall be sent directly to the former
participant.
21. Termination of Participation by National Penn. National Penn
reserves the right to terminate a participant's participation in the Plan at any
time, in its sole discretion. In such case, the Administrator, at the direction
of National Penn, will give written notice of termination to the participant.
22. Disposition of Shares after Termination of Account. Promptly after
termination of a participant's account, the Administrator shall send the
participant certificates issued by National Penn for the whole Shares in such
participant's account, unless the former participant shall have requested sale
or transfer of such Shares by the Administrator pursuant to and in accordance
with the requirements of Sections 18 and 19. In every case of termination, the
Administrator shall convert the participant's interest in fractional Shares to
cash by the sale of such interest.
23. Participant's Disposition of All Shares. If a participant disposes
of all Shares registered in such participant's name on the books of National
Penn, the Administrator shall continue to reinvest the dividends on Shares held
in the participant's account unless National Penn shall direct the Administrator
to terminate such participant's account.
24. Notices. All notices to the Administrator shall be addressed to
such address or addresses as the Administrator shall from time to time furnish
for that purpose.
25. Stock Splits and Similar Events. Any Shares distributed by National
Penn on account of stock dividends or splits on Shares held by the Administrator
for a participant shall be credited to the participant's account. If National
Penn makes available to its shareholders rights to purchase additional Shares or
any other securities, or if any party makes a tender offer for Shares, each
participant shall receive directly any such rights or offer.
26. Limitation of Liability. Neither the Administrator nor National
Penn shall be liable hereunder for any act performed by it in good faith or for
any good faith omission to act, including without limitation any claims of
liability:
(a) arising out of failure to terminate the participant's
account upon the participant's death or judicially
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determined incapacity prior to receipt of notice in writing of such death or
incapacity, or
(b) with respect to the prices at which Shares are purchased
for or sold from a participant's account, the times such purchases or sales are
made, and the parties from whom such Shares are purchased or to whom such Shares
are sold.
27. Governing Law. The terms and conditions of this Plan
shall be governed by the laws of the Commonwealth of Pennsylvania
and the rules and regulations of the Securities and Exchange
Commission.
28. Amendment or Termination of Plan. National Penn reserves the right
to alter the terms and conditions of this Plan or to terminate this Plan at any
time upon written notice thereof sent to each participant.
29. Captions. The captions included herein are for
convenience of reference only and shall not affect the
interpretation of the provisions hereof.
The foregoing Plan was amended and restated by the Board of Directors
of National Penn Bancshares, Inc. on March 27, 2002, effective May 18, 2002.
/s/Sandra L. Spayd
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Secretary
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