Exhibit 10.10
NATIONAL PENN BANCSHARES, INC.
EXECUTIVE INCENTIVE PLAN
Adopted by Board of Directors
December 26, 1984
PLAN YEAR 2003
As Amended By Board Dec. 16, 1998
Replaces previous Plan of Feb. 20, 1991
Amended Schedule B as approved by
Board on May 10, 1999
As Amended By Compensation Committee
And Approved By Board December 20, 2000
Effective January 1, 2001
SCHEDULE A
----------
Participants for the 2003 Plan Year consist of Types A, B, and C as defined
in the Plan document.
It is anticipated that the following named persons will meet the
eligibility requirements for participation as of December 31, 2003. It is
expected that there could be additional individuals whose eligibility could be
determined later in the year, who would be named a participant as of December
31, 2003.
Named participants are classified accordingly:
CLASS A (2 persons) (name and grade level)
Wayne R. Weidner 999
Glenn E. Moyer 999
CLASS B (28 persons) (name and grade level)
Bruce G. Kilroy 999 Brian T. Appleton 111
Garry D. Koch 999 E. Harry McGuirk 111
Paul W. McGloin 999 Dennis E. Moyer 111
Gary L. Rhoads 999 Lloyd H. Reichenbach 111
Sharon L. Weaver 999
Carol P. Franklin 110
Todd A. Alderfer 113 Earl J. Houseknecht 110
Ronald L. Bashore 113 Tarrie L. Miller 110
Nancy R. Corson 113 Larry A. Rush 110
Timothy A. Day 113 Sandra L. Spayd 110
P. Robert Keeley 113 Linda S. Stark 110
Scott L. Gruber 113
Michael R. Reinhard 113 Steven L. Olson 109
Algot F. Thorell, Jr. 113
Joseph C. Walker 113 Michelle H. Debkowski 107
Joseph C. Walter, Jr. 113
Janice S. McCracken 106
11/25/02
CLASS C (31 persons) (name and grade level)
Roger J. Bennett 113 Rich Gentile 107
Cheryl Morris 107
Donald B. Heimark 112 Karen Troutman 107
Donna Wentzel 107
Philip C. Balas 111
Lew Freeman 111 Roxanne Dittman 106
Hugh (Skip) Marshall 111 Frank Gehringer 106
W. Scott Labenberg 111 Steve Kunkel 106
Sandra Massaro 106
Eugene Guinther 110 Debra Souders 106
Dan Tempesco 110 Marcia Stark 106
Teresa Steuer 106
Dick Haddock 109 Linda Strohmenger 106
Robin Hitchcock 109
Sharon McMichael 105
Clarence Martindell 109 Raymond G Shuey 105
Cindy Rankin 109
Richard Sutton 109 Patricia (Angstadt) Reitnauer 104
Sandra S. Houck 108
Judy M. Epler 108
Scott A. Keller 108
2/3/03
SCHEDULE B
----------
NATIONAL PENN BANCSHARES, INC.
EXECUTIVE INCENTIVE PLAN
2003 PERFORMANCE GOALS
Awards pursuant to the Plan will not be made unless the internal and
external performance goals set forth below are met.
INTERNAL PERFORMANCE GOALS FOR THE 2003 PLAN YEAR
- -------------------------------------------------
The diluted per share operating income of NPBC for 2003 must exceed the diluted
per share operating income for 2002.
EXTERNAL PERFORMANCE GOALS FOR THE 2003 PLAN YEAR
- -------------------------------------------------
The net operating income of NPB before securities transactions on realized
return on average common equity for 2003 must exceed the average of the net
operating income before securities transactions on realized return on average
common equity for 2003 for the banks or bank holding companies in the peer group
set forth on Schedule B-2 A.
Internal Peformance Goals amended 5/10/99
SCHEDULE B-1
PAY OUT FORMULA
1. Obtaining an operating return on average equity
triggers an incentive pay out as follows:
100% of peer group $0
100.1% of peer group .031% of average assets
130% of peer group .11% of average assets
Interpolation is required between 100.1% and 130%.
2. Obtaining #1 in return on equity triggers an added
pay out of $25,000.
SCHEDULE B-2
------------
There is no change in the peer group from last year. The list of the ten
banking companies which form the peer group are:
Univest (Souderton)
Fulton Financial Corp.
Susquehanna Bancshares
Harleysville National Corp.
S & T Bancorp
Omega Financial Corp.
F.N.B. Corporation (Hermitage, PA)
First Commonwealth Financial Corp. (Indiana, PA)
Sterling Financial Corporation
Community Banks, Inc.
National Penn Bancshares, Inc.
Plan Year 2003, as of December 2002
SCHEDULE C
----------
NATIONAL PENN BANCSHARES, INC.
EXECUTIVE INCENTIVE PLAN
DEFERRAL ELECTION LETTER
TO THE COMMITTEE:
In accordance with National Penn Bancshares, Inc., Executive Incentive
Plan, effective January 1, 1984, I hereby request to defer receipt of that
portion of any award earned by me (to the extent provided in Paragraph 2 below)
for services rendered as an eligible Participant in the Plan during the calendar
year specified below and eligible to be received in cash. This election shall be
governed by all of the provisions of the Plan.
1. This request shall be effective beginning with calendar year
2003.
2. This voluntary deferral request shall apply to ____________%
of my award.
3. My deferred award and the interest thereon shall become
payable on the January 1 next following the date I retire or
otherwise cease to be employed by NPB or an Affiliate of NPB.
4. I irrevocably elect that, when payable, my deferred award and
the interest thereon shall be paid to me as indicated below:
( ) In one lump sum.
( ) In a series of five annual installments.
( ) In a series of ten annual installments.
I agree that such terms and conditions shall be binding upon my
beneficiaries, distributees, and personal representatives. Unless noted below,
my beneficiaries shall be the same as designated for my group life insurance.
- ------------------------- --------------------------------
Date Signature of Participant
Approved By:
- ------------------------- --------------------------------
Date Signature of the Chairman of the Committee
- -------------------------
Name of Participant
SCHEDULE D
----------
NATIONAL PENN BANCSHARES, INC.
EXECUTIVE INCENTIVE PLAN
TRANSFER ELECTION LETTER
-----------------------------
TO THE COMMITTEE:
In accordance with the National Penn Bancshares, Inc. Executive Incentive
Plan, as amended and restated in 1998, I hereby request to transfer the balance
in the Individual Mandatory Deferral Account established in my name for the
award earned by me for services rendered as an eligible Participant in the Plan
during the calendar year specified below, eligible to be received in cash, to
the Individual Tax Deferral Account established in my name for the award earned
by me for services rendered as an eligible Participant in the Plan. This
election shall be governed by all of the provisions of the Plan.
1. This request shall be for the Individual Mandatory Deferral Account
established in my name for the award earned by me for calendar year ____.
2. Payment of the award transferred and deferred pursuant hereto shall be in
accordance with the election made for the Tax Deferral amount voluntarily
deferred pursuant to deferral election letter dated
_______________________.
- ------------------------------ ------------------------------
Date Signature of Participant
Approved By:
- ------------------------------ ------------------------------
Date Signature of Chairman of the
Committee