Exhibit 10.13
SCHEDULE A
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Participants for the __________ Plan Year consist of Categories
___________________.
It is anticipated that the following named persons will meet the
eligibility requirements for participation as of December 31, _________. 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, _________.
Named participants are classified accordingly:
CATEGORY A (___ persons) (name and grade level)
CATEGORY B (____ persons) (name and grade level)
CATEGORY C (____ persons) (name and grade level)
[INSERT NAMES AND GRADE LEVELS]
SCHEDULE B
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NATIONAL PENN BANCSHARES, INC.
EXECUTIVE INCENTIVE PLAN
2004 PERFORMANCE GOALS AND AWARD SCHEDULE
Awards pursuant to the Plan will not be made unless the performance goals set
forth below are met.
Company Portion
2004 Earnings Per Share
Threshold Market NPB Target Optimum
Target
$1.58 $1.70 $1.88-1.93 $2.10
Category % of Base Salary
A 20% 40% 50% 60%
B 15% 27.5% 33.8% 40%
C 12% 20% 24% 28%
Individual Portion
(Based on Individual Performance)
All 0%-20% 0%-20% 0%-20% 0%-20%
Parameters:
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|_| No awards will be paid for performance under threshold. Threshold EPS
for 2004 is established based on the 2003 plan peer performance average
ROE of 12.99% (consistent with the threshold under the 2003 Plan
formula).
|_| After the total Company Portion award is determined an additional 20%
of the total is available for distribution to individuals for
Individual Performance. These individual awards may not exceed 20% of
the participant's base pay (except for Category A which is capped at
20% of the Company Award amount).
|_| Awards for performance between threshold and market target, market
target and NPB target, and NPB target and optimum will be interpolated.
For 2004, the $.05 spread at the NPB Target will receive the award
indicated (no interpolation from $1.88 to $1.93).
|_| Performance above optimum will result in awards interpolated at one
half the rate of increase between NPB target and optimum.
|_| A participant must continue to be employed through award payment date
to receive an award.
|_| In certain circumstances an individual participant's performance may be
determined to be inadequate and the participant would not receive any
award under this plan
|_| Category C participants receive "up to" the amounts indicated for the
Company Portion.
Individual Matching Account - For 2004 the Individual Matching Deferral Account
will be established at one third of each individual's award as determined above.
SCHEDULE C
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NATIONAL PENN BANCSHARES, INC.
EXECUTIVE INCENTIVE PLAN
DEFERRAL ELECTION LETTER
TO THE COMMITTEE:
In accordance with the National Penn Bancshares, Inc. Executive Incentive
Plan, as amended and restated in 2003, 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 _________.
2. This request shall apply to ________________________ of my award.
(Expressed as "all" or a designated dollar or percentage limitation.)
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.
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Date Signature of Participant
Approved By:
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Date Signature of the Chairman of the Committee
SCHEDULE D
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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 2003, I Hereby request to transfer the balance
in the Individual Matching 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 Matching 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
_________________.
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Date Signature of Participant
Approved By:
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Date Signature of Chairman of the Committee