Donald P. Worthington
Assuming one of the following events had occurred on December 31, 2010, Mr. Worthington’s payments
and benefits had an estimated value as follows:
Termination:
Voluntary
Involuntary
Without
“Cause”(1)
Involuntary for
“Cause”
Permanent
Disability
Death
Change in
Control (with
Adverse
Employment
Action)(1)
Deferred
Incentive
Salary
Plan
Continuation Payments
$
$
Gain on
Gain on
Exercise Restricted Pension
Stock
Plan
of Stock
Awards
Payments
Options
$
$
$
LongTerm
Disability
Coverage
$
SERP
Payments
$
Health
Insurance
Coverage
$
Paid Life
Insurance
Coverage
$
Change in
Other
Control
Payments Payments
$
$
10,192 (2)
36,055 (4) 516 (5)(6) 20,075 (8) 133,102(11)
0
1,550,064 (14)
0
0
0
0
10,192 (2)
36,055 (4) 516 (5)(6) 20,075 (8) 133,102(11)
0
1,550,064 (14)
0 (15)
0
0 (18)
0
0
0
0
0
2,647
174 (16)
2,423 (19)
0
0
10,192 (2)
0
0
0
133,102(11)
0
1,550,064 (14)
Up to
13,250
per month
(13)
1,550,064 (14)
76,442 (3)
36,055 (4) 516 (5)(7) 108,734 (9) 133,102(11)
10,192 (2)
36,055 (4) 516 (5)(7) 108,734 (9) 103,278(12)
0
1,323,297
0
530,000 (17)
0
10,192 (2)
36,055 (4) 516 (5)(6) 20,075 (10) 133,102(11)
0
1,550,064 (14)
0
0
0
(1)
Mr. Worthington is subject to a TARP restriction agreement that would have provided for the forfeiture of any compensation that is
payable due to a termination or change in control as of December 31, 2010 (except if payable in connection with services already
performed or benefits already accrued).
(2)
Payment of base salary for time worked through the termination date, December 31, 2010.
(3)
Payment of base salary in effect on December 31, 2010, through March 31, 2011.
(4)
Amounts reported represent mandatory deferral awards under the Executive Incentive Plan, plus interest earned through
December 31, 2010. Mr. Worthington is vested in such amounts because he previously reached 60 years of age. Therefore, he
would not forfeit such amounts under his TARP restriction agreement. When paid over a five-year period, these amounts would be
“matched” 100% by National Penn.
(5)
Gain on the exercise of vested stock options for 1,518 shares.
(6)
Pursuant to Mr. Worthington’s February 2009 option award agreement, the applicable options may not be exercised during the
period during which National Penn or its affiliates has any obligation under the TARP CPP, other than an obligation arising solely
from the issuance of warrants to the U.S. Treasury (i.e., U.S. Treasury no longer owning National Penn’s senior preferred stock). In
the event that Mr. Worthington separates from service with National Penn prior to the end of such period (e.g., December 31, 2010),
these options will be forfeited. This represents a forfeiture of a $2,013 gain on the exercise of otherwise vested stock options for
1,750 shares. In addition, there would have been no gain on the exercise of previously vested stock options for 34,951 shares (each
option’s exercise price exceeded the market price of National Penn common stock on December 31, 2010).
(7)
This represents a forfeiture of a $10,065 gain on the exercise of otherwise vested stock options for 1,750 shares and previously
unvested stock options for 7,000 shares, which would accelerate in their vesting due to death or disability. Mr. Worthington’s
TARP restriction agreement provides for the forfeiture of compensation that is payable due to a termination or change in control,
including the acceleration of equity awards, but does not apply to compensation that is payable due to death or disability. In
addition, there would have been no gain on the exercise of vested stock options for 34,951 shares (each option’s exercise price
exceeded the market price of National Penn common stock on December 31, 2010).
(8)
Gain on the 2,500 shares of service-based restricted stock granted to him February 2009, as Mr. Worthington is vested in such
amounts because he previously reached 60 years of age. In addition, there is no gain with respect to the 3,504 shares of
performance-based restricted stock and 11,041 shares of service-based restricted stock granted to him in February 2009 and
February 2010, respectively, because they remain subject to applicable transfer restrictions that have not lapsed as of December 31,
2010.
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