National Penn Bancshares 2006 Non-Employee Directors Cash Compensation Policy
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Summary
This document outlines the 2006 cash compensation structure for non-employee (outside) directors of National Penn Bancshares and its subsidiaries. It details annual retainers, meeting fees, and additional compensation for committee chairpersons, lead independent directors, and director emeritus. The policy specifies attendance requirements for retainers, per-meeting fees for board and committee participation, and compensation for director education and advisory board service. The compensation varies by role, committee, and subsidiary, and applies only to outside directors for the year 2006.
EX-10.1 4 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1
EXHIBIT 10.1
Non-Employee Directors
Cash Directors’ Fees - 2006
| NATIONAL PENN BANCSHARES | 2006 |
| Outside Directors only | |
| Retainers: Board members must attend in person or by phone 75% of meetings (Board and Committee Meetings combined) to be paid retainer. Committees include: Audit, Executive, Compensation, Nominating/Corp. Governance | |
| Chairperson of Audit Committee Chairperson of Executive Committee Chairperson of Compensation Committee Chairperson of Nominating/Corporate Governance Committee Chairperson of Risk Committee Additional Retainer - Lead Independent Director All Other Board Members | $15,000 $12,500 $12,500 $12,500 12,500 $5,000 $10,000 |
| Meeting Fees (per meeting attended) (Monthly Meetings) | $1,000 |
| Committee Fees (per meeting attended) | |
| Audit Committee members, including Chairperson Audit Committee Meeting by Conference Call Chairperson of Audit Committee also receives fee per phone meeting with accountants Audit Committee Chairperson attendance at Subsidiary Board Meeting Audit Committee Members attendance at Executive Disclosure Committee meeting All Other Committee Members, including Chairperson (Executive, Compensation, Nominating Corp/Governance and Risk). Committee Phone Meetings | $750 $750 $250 $750 $500 $500 |
| Director Education | $750 per day, (includes travel day) |
| NATIONAL PENN BANK | 2006 |
| Strategic Planning Meeting | |
| Day #1 | $1,000 Board Mtg Fee $500 Strat. Plan Mtg. |
| Day #2 | $500 Strat Plan Mtg. |
| Outside directors only (per meeting attended) (For 2006, only non-holding company directors are covered) | |
| Board meetings (held quarterly) Phone meeting Committees (Executive Credit) Committee Phone Meeting | $3,000 $3,000 $350 $350 |
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| DIRECTOR EMERITUS | |
| This retainer covers all meetings attended. Includes Bank and Bancshares Board Meetings and any committee meetings the director emeritus may attend. | $2,000 |
| NATIONAL PENN BANK | 2006 |
| ADVISORY BOARDS | |
| Outside directors only | |
| Philadephia Region Advisory Board Berks County Advisory Board Manufacturing Group Advisory Board FirstService Bank HomeTowne Heritage Advisory Board Peoples First Nittany Bank | $250 per mtg $250 per mtg $250 per mtg $250 per mtg $250 per mtg |
| NATIONAL PENN INVESTORS TRUST COMPANY | |
| Outside directors only | |
| Retainer for all non-bank board members Chairperson Board Meetings Phone Meetings | $1,000 $750 per mtg $500 per mtg $500 per mtg |
| NATIONAL PENN MORTGAGE COMPANY | |
| Outside director(s) only | |
| Retainer for all non-bank board members Chairperson Board Meetings Phone Meetings | $1,000 $750 per mtg $500 per mtg $500 per mtg |
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