Exhibit 10.1
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (this "Agreement"), dated January 26, 2004,
is by and between National Penn Bancshares, Inc., a Pennsylvania business
corporation ("NPBC"), and John W. Jacobs, an adult individual residing in
Elverson, Pennsylvania ("Jacobs").
WHEREAS, Jacobs currently owns and desires to sell 124,100 shares of NPBC's
common stock (the "Stock"); and
WHEREAS, NPBC desires to purchase the Stock (i) as part of its buy-back
program in order to manage the shares of common stock it has in its Treasury for
its various stock option and compensation plans, its dividend reinvestment plan
and for potential acquisitions; (ii) because NPBC believes that an investment in
NPBC is a prudent way to utilize cash currently available; and (iii) in order to
prevent a depressing impact of the sale of the Stock in the open market on
NPBC's stock price; and
WHEREAS, based on the foregoing, Jacobs desires to sell the Stock directly
to NPBC, and NPBC desires to purchase the Stock directly from Jacobs, on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, in reliance upon the
representations and warranties contained herein, and subject to the conditions
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Section 1.1. Purchase and Sale of Common Stock. Subject to the terms and
conditions set forth in this Agreement, Jacobs hereby agrees to sell, transfer,
convey and assign to NPBC, and NPBC hereby agrees to purchase from Jacobs, the
Stock at a cash purchase price determined in accordance with Section 1.2 below.
Section 1.2. Purchase Price. NPBC shall pay to Jacobs for the Stock, upon
delivery by Jacobs to NPBC of one or more certificates representing the Stock
(as more fully set forth in Section 1.3 below), a per share price equal to
Thirty Three and Seventy Five Hundredths Dollars ($33.75). The parties hereto
agree that the total price payable by NPBC for the Stock shall be Four Million
One Hundred Eighty Eight Thousand Three Hundred Seventy Five Dollars
($4,188,375.00) (the "Purchase Price).
Section 1.3. Closing. The consummation of the purchase and sale
contemplated by this Agreement shall take place at the offices of NPBC,
Philadelphia and Reading Avenues,
1
Boyertown, Pennsylvania 19512 at a date and time mutually agreeable to Jacobs
and NPBC, and in any event as soon as reasonably practical after all of the
conditions to closing set forth in this Agreement shall be satisfied (the
"Closing Date"). On the Closing Date, Jacobs shall deliver to NPBC one or more
NPBC stock certificates representing the Stock, duly endorsed for transfer or
accompanied by duly executed stock powers; and NPBC shall deliver to Jacobs the
Purchase Price by direct deposit of the Purchase Price directly into one or more
accounts designated by Jacobs in writing to NPBC.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations of NPBC. NPBC hereby represents and warrants
to Jacobs as follows:
(a) NPBC is a Pennsylvania business corporation validly subsisting and
in good standing under the laws of the Commonwealth of Pennsylvania and has all
requisite corporate power and authority to enter into this Agreement and
consummate the transactions contemplated hereby.
(b) Upon execution of this Agreement by NPBC, this Agreement will be
duly executed and delivered by NPBC, and will constitute a valid and binding
obligation of NPBC, enforceable against NPBC in accordance with it terms,
subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws effecting creditors' rights generally and general principles of
equity.
(c) No authorization, consent or approval of (or with) any third
person, any court, any public body or any authority is necessary for the
consummation by NPBC of the transactions contemplated by this Agreement. The
execution, delivery and performance of this Agreement by NPBC will not
constitute a breach, violation or default (or an event which, with notice or
lapse of time or both, will constitute a default) under, or result in the
termination of, accelerate the performance required by, result in the right of
termination or acceleration under, or result in a creation of any lien or
encumbrance upon any of the properties or assets of NPBC under, any note, bond,
mortgage, indenture, deed of trust, license, lease, agreement or other
instrument as to which NPBC is a party and by which its properties or assets are
bound.
Section 2.2. Representations of Jacobs. Jacobs hereby represents and
warrants to NPBC as follows:
(a) Jacobs has the power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.
(b) Jacobs has good and valid title to the Stock free and clear of any
lien, pledge, security interest or other encumbrance whatsoever.
2
(c) Upon execution of this Agreement by Jacobs, this Agreement will
have been duly and validly executed and delivered by Jacobs, and will constitute
a valid and binding obligation of Jacobs, enforceable against Jacobs in
accordance with it terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws effecting creditors' rights generally and
general principles of equity.
(d) No authorization, consent or approval of (or with) any third
person, any court, any public body or any authority is necessary for the
consummation by Jacobs of the transactions contemplated by this Agreement. The
execution, delivery and performance of this Agreement by Jacobs will not
constitute a breach, violation or default (or an event which, with notice or
lapse of time or both, will constitute a default) under, or result in the
termination of, accelerate the performance required by, result in the right of
termination or acceleration under, or result in a creation of any lien or
encumbrance upon any of the properties or assets of Jacobs under, any note,
bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument as to which Jacobs is a party and by which his properties or assets
are bound.
(e) Jacobs is an "accredited investor" and has experience as an
investor in securities of companies such as NPBC. Jacobs has such knowledge and
experience in financial or business matters as to be able to enter into the
transactions contemplated by this Agreement without the assistance of an
investor representative.
(f) Jacobs has entered into this Agreement, and the transactions
contemplated by this Agreement, freely and without any pressure from NPBC to
sell the Stock to NPBC.
ARTICLE III
MISCELLANEOUS
Section 3.1. Condition Precedent. The transactions contemplated by this
Agreement may only be consummated after ratification and approval of this
Agreement, and the transactions contemplated by this Agreement, by the Board of
Directors of NPBC.
Section 3.2. Governing Law. This Agreement shall be construed under and
governed by the laws of the Commonwealth of Pennsylvania.
Section 3.3. Further Instruments and Actions. Each party agrees to deliver
any further instruments and to take any further actions that may be responsibly
requested by the other, or counsel to the other, in order to carry out the
provisions and purposes of this Agreement.
Section 3.4. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the sale and transfer of the
Stock, and there are no agreements, conditions or understandings, either oral or
written, between NPBC and Jacobs relating to these matters other than those
which are contained in this Agreement. This Agreement may be altered or amended
only by a written agreement signed by both NPBC and Jacobs.
3
Section 3.5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
NATIONAL PENN BANCSHARES, INC.
By: /s/ Glenn E. Moyer
--------------------
Glenn E. Moyer,
President
Attest: /s/ Sandra L. Spayd
--------------------
Sandra L. Spayd,
Secretary
/s/ Teresa D. Steuer /s/ John W. Jacobs
- -------------------- ------------------
Witness John W. Jacobs
4