KNBT Bancorp 8-K 2008
(e) On January 28, 2008, certain amendments to each of the following agreements were approved by the Board of Directors of KNBT Bancorp, Inc. (“KNBT”) and Keystone Nazareth Bank & Trust Company (the “Bank”):
On September 6, 2007, KNBT entered into an Agreement and Plan of Merger (the “Merger Agreement”) with National Penn pursuant to which KNBT will merge with and into National Penn (the “Merger”). The purpose of the amendments was to make changes necessary to ensure that such agreements comply with the final regulations issued under Section 409A of the Code as required by the Merger Agreement as well as to take into account the Merger. The amended and restated employment agreements are effective as of the Effective Time (as such term is defined in the Merger Agreement) of the Merger which is expected to be February 1, 2008. National Penn consented to such amendments. In addition, under the terms of the amended and restated agreements, the annual base salaries of Mr. Fainor and Ms. Bodnyk are $444,945 and $212,180, respectively.
In addition, as previously disclosed, in connection with the Merger, (i) the previously granted performance share awards covering 99,000 shares in the aggregate have been cancelled and (ii) certain options covering in the aggregate 426,000 shares awarded in 2004 and 2005 to directors of KNBT are being amended to provide for the acceleration of vesting upon completion of the Merger consistent with the terms of the 2004 stock option plan pursuant to which they were granted. The forms of the cancellation agreement and the stock option agreement amendment are attached hereto as Exhibits 10.3 and 10.4, respectively.
The foregoing description is qualified in its entirety by reference to the agreements, copies of which are attached as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and incorporated herein by reference thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INDEX TO EXHIBITS