Attached files
Exhibit 10.1
NATIONAL
PENN BANCSHARES, INC.
AND
NATIONAL PENN BANK
LETTER
AGREEMENT
January
27, 2010
Glenn E.
Moyer
National
Penn Bancshares, Inc.
|
Philadelphia
and Reading Avenues,
Boyertown,
PA 19512
|
Dear
Mr. Moyer:
Reference is made to your Employment
Agreement with National Penn Bancshares, Inc., a Pennsylvania business
corporation (the “Company”), and
National Penn Bank, a national banking association (the “Bank”), dated
December 18, 2002, as amended by Amendatory Agreements dated May 25, 2005,
June 5, 2006, and December 10, 2008, and by the TARP Restriction Agreement by
and among you, the Company, an
d the
Bank, dated November 20, 2009 (as amended, the “Prior
Agreement”).
This letter agreement (the “Letter
Agreement”) sets forth the terms of your continued employment and consulting
arrangement with the Company, which will become effective if you choose by
signing it and delivering it to the Company. Capitalized terms used
herein without definition shall have the meanings assigned to such terms under
the Prior Agreement. Except as otherwise specifically incorporated by
reference into this Letter Agreement, the terms and conditions of the Prior
Agreement are hereby terminated and of no further force and effect.
|
1.
|
Position and
Term. You hereby agree to resign as President and Chief
Executive Officer of the Company and Chairman of the Bank and to
relinquish any seats you may hold on the Boards of Directors of such
entities on January 27, 2010 and on such date, you will cease to be an
executive officer of the Company. You also agree to serve as
the Special Advisor for the Company’s Chief Executive Officer (the “CEO”)
for the period commencing on January 27, 2010 and ending on April 30, 2011
(the “Employment Term”) and thereafter commencing on May 1, 2011, as a
Consultant for the Company for the period commencing on May 1, 2011 and
ending on December 31, 2011 (the “Consulting
Term”).
|
|
2.
|
Duties. During
the Employment Term, your duties shall be to transition existing business
relationships and provide such reasonable other services as the CEO shall
require. You shall report directly to the CEO and perform such
other duties reasonably assigned to you by the CEO from time to
time. During the Consulting Term, you shall use your reasonable
best
|
|
|
efforts
to promote the interests of the Company and provide your personal advice
and counsel to the Company, its subsidiaries and affiliates in connection
with the business of the Company and its subsidiaries, including, but not
limited to: (i) consulting with the Company regarding its operations and
customer relationships and (ii) providing introductions to customers and
providing personal services similar to those you were previously providing
the Company. During the Consulting Term, you will serve as a
Consultant on a part-time basis but shall dedicate up to 10 hours per week
to the Company.
|
|
3.
|
Base Salary.
Your Base Salary shall remain unchanged for the 1st
month of the Employment Term, but in consideration of your changed role
within the Company, your Base Salary shall be reduced to $335,000,
effective March 1, 2010 and for the remaining portion of the Employment
Term. During the Employment Term, your base salary shall be
subject to all applicable withholding and deductions as required by
law. Effective May 1, 2011 and during the Consulting Term
thereafter, the Company shall pay you a consulting fee of $10,000 per
month.
|
|
4.
|
Health and Welfare
Benefits. You shall remain entitled to the benefits
specified in Article 5(a) of the Prior Agreement during the
Employment Term and Consulting Term until the earlier of the following to
occur: (i) a termination under Sections 10, 11, 12, 13, and 14 of the
Prior Agreement or (ii) the end of the Consulting
Term. Specifically, you shall remain entitled to participate in
standard retirement benefits (during the Employment Term) and health and
welfare benefits (including life insurance and long-term disability
insurance coverage provided under Section 7(b) of the Prior Agreement at
the level of coverage in effect on January 26, 2010) offered to executive
employees generally, and under terms of plans pursuant to which benefits
are provided. The continuation of the health benefits under
this Section shall not count toward the coverage period required by
Section 4980B of the Internal Revenue Code of 1986, as amended (the
“Code”) and Section 601 of the Employee Retirement Income Security Act of
1974, as amended (collectively,
“COBRA”)
|
|
5.
|
Supplemental
Retirement Benefits. You shall be entitled to receive
the Supplemental Retirement Benefit (“SERP”) payments
described in Section 8 of the Prior Agreement, provided, however,
that for purposes of calculating your SERP benefit, your “Average Monthly
Salary Base” shall mean the total of your monthly Salary (as defined in
Section 8(a)(3) of the Prior Agreement) from Employer for 60 months
immediately preceding February 2010 divided by the number
60.
|
|
6.
|
Other Benefits.
The Company will reimburse you for reasonable legal fees associated with
this Letter Agreement, up to $15,000 and for the following during
Employment Term: (i) automobile allowance of no less than $850 per month,
and (ii) reasonable Company-related expenses in accordance with Company
policies.
|
|
7.
|
Executive Incentive
Plan. You shall receive deferral payouts pursuant to
your account under the Executive Incentive Plan (the “EIP”), to the
extent permissible under the U.S. Treasury’s Troubled Asset Relief Program
(‘TARP”)
and the EIP plan document.
|
- 2
-
|
8.
|
TARP Restriction
Agreement. Notwithstanding anything herein to the
contrary, the TARP Restriction Agreement shall remain in full force and
effect until it terminates by its terms, provided, however, that neither
your transition from your current employment to the employment
relationship described herein nor the expiration of the Employment Term or
the Consulting Term described herein shall give you the right to require
the Company to execute the consulting agreement described in the TARP
Restriction Agreement or the Exhibits thereto (with payments based on your
salary in effect on January 26, 2010). Notwithstanding anything
herein to the contrary, if the TARP Compliance Period expires before you
reach your 60th
birthday, you shall continue to have the right to require the Company to
enter into the consulting arrangement described in the TARP Restriction
Agreement (and related Exhibits) if you are terminated by the Company
without Cause before your 60th
birthday.
|
|
9.
|
Noncompetition
Agreement. In consideration for entering into this
Letter Agreement, you and the Company agree to enter into a noncompetition
agreement, substantially in the form set forth as Exhibit A
hereto (the “Noncompetition
Agreement”), that shall run concurrently with Consulting Term and
for a period of twelve (12) months from the earlier of the end of the
Consulting Term or the date of the last payment
thereunder. Notwithstanding the preceding sentence, if the
consulting arrangement described in the TARP Restriction Agreement is
invoked (i.e., because the Company terminates your employment with the
Company without Cause during the Employment Term), the noncompete period
shall run during the Consulting Period under the TARP Restriction
Agreement.
|
|
10.
|
Non-Disparagement. You
and the Company agree to refrain from performing any act, engaging in any
conduct or course of action or making or publishing any statements,
claims, allegations or assertions which have or may reasonably have the
effect of demeaning the name or reputation of you or the Company or any of
its Affiliates, or any of its or their employees, officers, directors,
agents or advisors in their capacities as such or which adversely affects
(or may reasonably be expected adversely to affect) the best interests
(economic or otherwise) of any of them. Nothing in this
Section 10 shall preclude you or the Company from fulfilling any duty
or obligation that you or it may have at law, from responding to any
subpoena or official inquiry from any court or government agency,
including providing truthful testimony, documents subpoenaed or requested
or otherwise cooperating in good faith with any proceeding or
investigation; or from taking any reasonable actions to enforce such
rights under this Letter Agreement.
|
|
11.
|
Releases. Payment
of all benefits during the Employment Term shall be conditioned on your
executing a release and waiver of claims in the form attached hereto as
Exhibit B
(the “Release”), and
not revoking such Release within such specified time period contained
therein. Further, payment of any amounts during the Consulting
Term shall be conditioned on your executing a subsequent release and
waiver of claims on a similar form prescribed by the Company, which shall
be provided to you at such time.
|
|
12.
|
Cause. Notwithstanding
anything herein to the contrary, if your conduct during the Employment
Term or the Consulting Term results in Cause for the Company to terminate
its employment or consulting relationship with you, then the Company shall
owe you no further payments or benefits of any kind except as expressly
required by law.
|
- 3
-
|
13.
|
Coverage under
Directors and Officers Liability Policy. Neither the
change in status under this Letter Agreement nor any subsequent
termination of your employment with the Company and the Bank shall affect
the your coverage under the Company’s directors and officers liability
policy for acts or omissions by you which occurred in the course of your
performance of your duties and responsibilities on behalf of the Company
and the Bank, to the extent permitted and covered by such
policy.
|
|
14.
|
Successors and
Assigns.
|
|
|
a.
|
During
the Employment Term, National Penn will require any successor or assign
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of its business and/or assets, by
agreement in form and substance satisfactory to the Consultant, expressly,
absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that National Penn
would be required to perform it if no such succession or assignment had
taken place. Any failure of National Penn to obtain such
agreement prior to the effectiveness of any such succession or assignment
shall be a material breach of this Letter
Agreement.
|
|
|
b.
|
This
Letter Agreement and all your rights shall inure to the benefit of and be
enforceable by the your personal or legal representatives, estate,
executors, administrators, heirs and beneficiaries. In the
event of the your death, any amounts accrued and unpaid through the date
of death shall be paid to the your estate, heirs and
representatives. Except as provided in this Section 12, no
party may assign this Letter Agreement or any rights, interests, or
obligations hereunder without the prior written approval of the other
party. Subject to the preceding sentence, this Letter Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted
assigns.
|
|
15.
|
Enforcement. This
Letter Agreement shall be construed, enforced and interpreted in
accordance with and governed by the laws of the Commonwealth of
Pennsylvania, without reference to its principles of conflict of laws,
except to the extent that federal law shall be deemed to preempt such
state laws.
|
|
16.
|
Amendment. This
Letter Agreement may be amended or modified at any time by a written
instrument executed by the parties.
|
|
17.
|
Waiver. Failure
to insist upon strict compliance with any of the terms, covenants or
conditions hereof shall not be deemed a waiver of such term, covenant or
condition. A waiver of any provision of this Letter Agreement
must be made in writing, designated as a waiver, and signed by the party
against whom its enforcement is sought. Any waiver or
relinquishment of any right or power hereunder at any one or more times
shall not be deemed a waiver or relinquishment of such right or power at
any other time or times.
|
- 4
-
|
18.
|
Counterparts. This
Letter Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one
and the same Agreement.
|
|
19.
|
Headings and
Construction. The headings of sections in this Letter
Agreement are for convenience of reference only and are not intended to
qualify the meaning of any section. Any reference to a section
number shall refer to a section of this Letter Agreement, unless otherwise
stated.
|
|
20.
|
Entire
Agreement. This instrument contains the entire agreement
of the parties relating to the subject matter hereof, and supersedes in
its entirety any and all prior agreements, understandings or
representations relating to the subject matter
hereof.
|
If the provisions of this Letter
Agreement are acceptable to you, please indicate your agreement to the above by
signing in the space provided below.
|
Very
truly yours,
|
|
|
NATIONAL
PENN BANCSHARES, INC.
|
|
|
By: /s/ Scott V.
Fainor
|
|
|
Name: Scott
Fainor
|
|
|
Title:
Senior Executive Vice President
Chief Operating Officer
|
|
|
Acknowledged
and agreed
|
|
|
NATIONAL
PENN BANK
|
|
|
By: /s/ Scott V.
Fainor
|
|
|
Name: Scott
Fainor
|
|
|
Title: President
and
|
|
|
Chief
Executive Officer
|
Agreed
and accepted as of the date first above written:
|
/s/ Glenn E.
Moyer
|
|
Glenn
E. Moyer
|
- 5
-
EXHIBIT
A
NATIONAL
PENN BANCSHARES, INC.
NONCOMPETITION
AGREEMENT
This NONCOMPETITION
AGREEMENT (this “Agreement”) is being entered into as of as
of January __, 2010, by and between National Penn Bancshares, Inc., a
Pennsylvania corporation (“National Penn”), and Glenn E. Moyer (the
“Consultant”).
RECITALS:
WHEREAS, the Consultant
desires to provide the services described herein subject to the terms and
conditions set forth below:
NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Consultancy. During
the period beginning on May 1, 2011 and ending on the earlier of December 31,
2011 or the date the Consultant elects by written notice to discontinue
providing consulting services (the “Consulting Term”), the Consultant shall
undertake to provide his personal advice and counsel to National Penn and its
subsidiaries and affiliates in connection with the business of National Penn and
its subsidiaries, and other duties pursuant to section 2 of the Letter Agreement
dated January __, 2010 by and among National Penn, National Penn Bank, and the
Consultant.
2. Non-Disclosure of Confidential
Information. Except in the course of performing the Consulting Services
hereunder, and in the pursuit of the business of National Penn or any of its
affiliates, the Consultant shall not, except as required by law, at any time
during or following the Consulting Term, disclose or use any confidential
information or proprietary data of National Penn or any of its affiliates or
predecessors, unless such confidential information or proprietary data become
publicly known through no fault of the Consultant. Without limiting
the generality of the foregoing, the Consultant agrees that all information
concerning the identity of the customers of National Penn and its affiliates and
the relations of such entities with their customers is confidential
information. This Section 2 shall survive the termination or
expiration of the Consulting Term.
3. Non-Competition
Provisions. The Consultant agrees that during the Consulting
Term and for a period of twelve (12) months thereafter, the Consultant will not
(i) without the prior written consent of National Penn (which consent may be
given at National Penn’s discretion, but not unreasonably withheld), directly or
indirectly, engage in, become interested in, or become associated with, in the
capacity of employee, consultant, director, officer, owner, principal, agent,
trustee or in any other capacity whatsoever, any proprietorship, partnership,
corporation, enterprise or entity located within a fifty (50) mile radius from
Boyertown, PA, which proprietorship, partnership, corporation, enterprise or
other entity is competitive with any business carried on by National Penn or its
affiliates including but not limited to entities which lend money and take
deposits (in each case, a “Competing Business”), provided, however,
that
- 6
-
this
provision shall not prohibit the Consultant from owning bonds, voting and
non-voting preferred stock or up to five percent (5%) of the outstanding common
stock of any Competing Business if such common stock is publicly traded, (ii)
solicit or induce, or cause others to solicit or induce, any employee of
National Penn or any of its affiliates to leave the employment of such entities,
or (iii) solicit (whether by mail, telephone, personal meeting or any other
means, excluding general solicitations of the public that are not based in whole
or in part on any list of customers of National Penn or any of its affiliates)
any customer of National Penn or any of its affiliates to transact business with
any other entity, or to reduce or refrain from doing any business with National
Penn or its subsidiaries, or interfere with or damage (or attempt to interfere
with or damage) any relationship between National Penn or its affiliates and any
such customers. This Section 3 shall survive the termination or expiration of
the Consulting Term in accordance with its terms.
4. Successors
and Assigns.
(a) During
the Employer Term and the Consulting Term, National Penn will require any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its business and/or
assets, by agreement in form and substance satisfactory to the Consultant,
expressly, absolutely and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that National Penn would be
required to perform it if no such succession or assignment had taken
place. Any failure of National Penn to obtain such agreement prior to
the effectiveness of any such succession or assignment during the Consulting
Term shall be a material breach of this Agreement.
(b) This
Agreement and all rights of the Consultant shall inure to the benefit of and be
enforceable by the Consultant’s personal or legal representatives, estate,
executors, administrators, heirs and beneficiaries. In the event of
the Consultant’s death, any amounts accrued and unpaid through the date of death
shall be paid to the Consultant’s estate, heirs and
representatives. Except as provided in this Section 4, no party may
assign this Agreement or any rights, interests, or obligations hereunder without
the prior written approval of the other party. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
5. Enforcement. This
Agreement shall be construed, enforced and interpreted in accordance with and
governed by the laws of the Commonwealth of Pennsylvania, without reference to
its principles of conflict of laws, except to the extent that federal law shall
be deemed to preempt such state laws.
6. Amendment. This
Agreement may be amended or modified at any time by a written instrument
executed by the parties.
7. Waiver. Failure to insist upon
strict compliance with any of the terms, covenants or conditions hereof shall
not be deemed a waiver of such term, covenant or condition. A waiver
of any provision of this Agreement must be made in writing, designated as a
waiver, and signed by the party against whom its enforcement is
sought. Any waiver or relinquishment of any right or power hereunder
at any one or more times shall not be deemed a waiver or relinquishment of such
right or power at any other time or times.
- 7
-
8. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
Agreement.
9. Headings and
Construction. The headings of sections in this Agreement are
for convenience of reference only and are not intended to qualify the meaning of
any section. Any reference to a section number shall refer to a
section of this Agreement, unless otherwise stated.
IN WITNESS WHEREOF, National
Penn has caused this Agreement to be executed by its duly authorized officer,
and the Consultant has signed this Agreement, all as of the date first written
above.
|
WITNESS:
|
______________________________________________________ |
| ______________________________________________________ |
GLENN
E. MOYER
|
|
NATIONAL
PENN BANCSHARES, INC.
|
|
| ______________________________________________________ | |
|
Name:
|
|
|
Title:
|
- 8
-
EXHIBIT
B
NATIONAL
PENN BANCSHARES, INC.
CONFIDENTIAL
RELEASE AND WAIVER OF CLAIMS AGREEMENT (“Release”)
|
1.
|
Release
of Claims by Executive. In exchange for the benefits
described in paragraph 3, I, Glenn E. Moyer
(“Executive”), hereby release and
forever discharge National Penn Bancshares, Inc., a Pennsylvania
corporation, its subsidiaries and affiliates (the “Company” or “National
Penn”), any and all of their respective employee benefit plans, fringe
benefit plans or programs, and any and all of their respective present and
past officers, directors, shareholders, employees, agents and
representatives, and the successors and assigns of each from any and all
manner of claims, suits, demands, actions, causes of action,
administrative claims, liability, claims for damages, class action claims
or other claims made on my behalf whatsoever that I, my heirs,
representatives, agents, successors, guardians, trustees or assigns ever
had, have now or may have including, but not limited to, any claims
arising from or relating to my employment with the Company, any pending
applications for employment with the Company, or the termination of my
employment with the Company including, but not limited to: Title VII of
the Civil Rights Act of 1964 and the Civil Rights Act of 1991; the
Americans With Disabilities Act; the Pennsylvania Human Relations Act; the
Age Discrimination in Employment Act; the Older Workers Benefit Protection
Act (“OWBPA”); the Family and Medical Leave Act; Sections 1981 through
1988 of Title 42 of the United States Code; the Employee Retirement Income
Security Act of 1974; and all other federal, state or local laws of a
similar nature to any of the foregoing enumerated laws and any amendments
to the foregoing statutes or any other federal, state or local law; any
common law claim; breach of contract claim; claim for personal injury,
wrongful discharge, public policy, negligence, infliction of emotional
distress, whistleblower, retaliation, negligent hiring or retention, or
any form of tort, whether negligent, reckless or intentional, and any
claim for attorneys’ fees and costs, arising in law or equity, whether
known, suspected or unknown, and however originating or existing, from the
beginning of time to the date of my execution of this
Release.
|
In
addition, with the exception of unemployment and worker's compensation claims, I
waive any right to any individual monetary or economic recovery or equitable
relief against the Company in any administrative proceeding or in any action,
lawsuit, hearing or other proceeding instituted by any agency, person or entity,
from the beginning of time to the date of my execution of this
Release. Notwithstanding the foregoing, this Release excludes
(A) the payment and/or benefit obligations of the Company under the Letter
Agreement and the Noncompetition Agreement, (B) any Claims the Executive
may have under any plans or programs not covered by the Letter Agreement or
Noncompetition Agreement in which the Executive participated and under which the
Executive has accrued and become entitled to a benefit, including, but not
limited to, the Company’s Executive Incentive Plan, Long-Term Incentive
Compensation Plan, Defined Benefit Pension Plan, or Defined Contribution
(401(k)) Capital Accumulation Plan (C) any indemnification or other rights
the Executive may have in accordance with the governing instruments of any
member of the Company or under any director and officer liability insurance
maintained by the Company or any such group member with respect to liabilities
arising as a result of the Executive’s service as an
- 9
-
officer
and employee of the Company or any predecessor thereof, (D) the Employee’s
rights to any of his checking or savings accounts with the Company, and (E) any
rights which are not waivable by law.
Notwithstanding
the foregoing, this Section shall not limit Executive’s right to challenge the
enforceability of the waiver and release contained herein under OWBPA with
respect to claims under the Age Discrimination in Employment Act or from filing
a charge of discrimination with the United States Equal Employment Opportunity
Commission (“EEOC”), but Executive will not be entitled to
any monetary or other relief from the EEOC or from any court, arbitrator or
other similar arbiter of disputes as a result of litigation brought on the basis
of or in connection with such charge except if and to the extent that the
release and waiver contained in this Section is held to be invalid or
unenforceable (in which event, National Penn will be entitled to restitution or
set off for the amounts paid to Executive hereunder, as and to the extent
determined by the court). Executive acknowledges and agrees that, but
for providing this waiver and release, Executive would not be receiving the
amounts being provided to Executive under paragraph 3 of this
Release.
|
2.
|
Release
of Claims by Company. In consideration of the general
release and other covenants of the Executive herein, and after
consultation with counsel, the Company for itself and on behalf of each of
its majority owned subsidiaries and affiliated companies and each of their
officers, employees, directors, shareholders, and agents (collectively,
the “Company Releasors”), hereby irrevocably and unconditionally releases
and forever discharges the Executive and each of the Executive’s heirs,
executors, administrators, representatives, agents, successors and assigns
(collectively, the “Executive Releasees”), from any and all known Claims
(but only to the extent of such known Claims) that the Company Releasors
had, may have had or now has against the Executive Releasees, as of the
date of this Release Agreement by the Company, arising out of or relating
to the Executive’s employment relationship, or the termination of that
relationship, with the Company, including, but not limited to, any Claim
arising under any Federal, state, local, or foreign
law. Anything to the contrary notwithstanding in this Release
Agreement, nothing herein shall release the Executive Releasees from any
claims or damages based on (i) any Claims (or further Claims) unknown to
the Company Releasors as of the date of this Release Agreement, (ii) any
Claims that arise after the date of this Release Agreement, or (iii) any
right the Company may have to obtain contribution as permitted by law in
the event of entry of judgment against the Company as a result of any act
or failure to act for which the Executive and the Company are jointly
liable.
|
|
3.
|
Release
Consideration. In consideration for my execution of this
Release, the Company agrees to make payments to me and/or make benefits
available to me pursuant to the Letter Agreement, dated January __, 2010,
entered into between National Penn, National Penn Bank, and Executive (the
“Letter Agreement”), at the time and in the form set forth in the Letter
Agreement.
|
I
acknowledge that in the absence of my execution of this Release, I would not be
entitled to certain of the benefits described in this paragraph 2. I
acknowledge further that such benefits are adequate and satisfactory
consideration to me for entering into this Release.
- 10
-
4. Successors
and Assigns. The Company’s rights under this Release shall
inure to the benefit of and shall be binding upon the successors and assigns of
the Company. I shall not be entitled to assign any of my rights or
obligations under this Release.
|
5.
|
Governing
Law. This Release is made and entered into in the
accordance with the laws of the Commonwealth of Pennsylvania and shall in
all respects be interpreted, enforced and governed under the laws of the
Commonwealth of Pennsylvania.
|
|
6.
|
Entire
Agreement. This Release contains the entire agreement of
the parties with respect to the subject matter hereof and merges all prior
negotiations, agreements and understandings, if any. No
modification, release, discharge or waiver of any provision of this
Release shall be of any force or effect unless made in writing and signed
by me and the Company and specifically identified as a modification,
release or discharge of this Release. If any term, clause or
provision of this Release shall for any reason be adjudged invalid,
unenforceable or void, the same shall not impair or invalidate any of the
other provisions of this Release, all of which shall be performed in
accordance with their respective
terms.
|
|
7.
|
Acknowledgments. By
signing this Release, I acknowledge and agree
that:
|
|
|
(a)
|
I
have carefully read and understood all of the provisions and terms of this
Release;
|
|
|
(b)
|
I
have signed this Release knowingly and
voluntarily;
|
|
|
(c)
|
the
Company has advised me in writing to consult with counsel prior to signing
this Release;
|
|
|
(d)
|
the
Company has provided me at least twenty-one (21) days (“Consideration
Period”) to consider this Release and I have not been pressured or coerced
to waive this Consideration Period;
|
|
|
(e)
|
I
understand that I have seven (7) days (“Revocation Period”) after I sign
this Release to elect to revoke the Release and acknowledge that I have
not been pressured or coerced to waive this Revocation
Period;
|
|
|
(f)
|
I
understand that this Release is made in compromise of any disputed claims
in order to avoid the expense and inconvenience of litigation and does not
constitute an admission of liability by the Company with regard to the
violation of any law, statute, regulation, or
ordinance;
|
|
|
(g)
|
In
signing this Release, I have not relied on any representations or
statements, whether oral or written, other than the express language
contained herein; and
|
|
|
(h)
|
I
acknowledge that I have had the right to negotiate over the terms of this
Release and that this Release shall not be construed as drafted solely by
the Company; rather, this Release shall be construed as mutually agreed
upon terms which were the product of good faith and arms length
negotiations between equal parties,
and
|
- 11
-
|
|
this
Release is not unconscionable, unfair, the product of unfair bargaining
power or a contract of adhesion.
|
Any
notice of revocation must be addressed and timely delivered to the Director of
Human Resources of the Company.
I HAVE
CAREFULLY READ THIS ENTIRE RELEASE. I UNDERSTAND THAT BY SIGNING THIS
RELEASE, I AM WAIVING ALL CLAIMS AGAINST THE COMPANY RELATING TO MY EMPLOYMENT
WITH THE COMPANY AND THE TERMINATION OF MY EMPLOYMENT WITH THE
COMPANY.
IN WITNESS WHEREOF, and intending to be
legally bound hereby, I have executed the foregoing Release effective this ___
day of ___________________, _____.
|
WITNESS:
|
______________________________________________________ |
| ______________________________________________________ |
GLENN
E. MOYER
|
|
NATIONAL
PENN BANCSHARES, INC.
|
|
| ______________________________________________________ | |
|
Name:
|
|
|
Title:
|
- 12 -