Northwest Bancshares, Inc. (Form: 8-K, Received: 05/14/2018 12:44:43)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2018

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)



Maryland	001-34582	27-0950358
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)



100 Liberty Street Warren, Pennsylvania		16365
(Address of principal executive office)		(Zip code)

Registrant’s telephone number, including area code: (814) 726-2140

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by a check mark whether the registrant is an emerging growth company as defined in rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2018 the Board of Directors of Northwest Bancshares, Inc. granted stock options and restricted stock to all directors and named executive officers. The form of grant agreements are filed as exhibits to this Current Report on form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits



Exhibit No.		Description
10.1		Form of Non-Qualified Stock Option Award Agreement
10.2		Form of Incentive Stock Option Award Agreement
10.3		Form of Restricted Stock Award Agreement

SIGNATURES

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, hereunto duly authorized.



		NORTHWEST BANCSHARES, INC.


DATE:	May 14, 2018	By:	/s/ William W. Harvey, Jr.
			William W. Harvey, Jr.
			Chief Financial Officer

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

EXHIBIT 10.1

STOCK OPTION

Granted by

NORTHWEST BANCSHARES, INC.

under the

NORTHWEST BANCSHARES, INC.

2018 EQUITY INCENTIVE PLAN

This stock option agreement (“ Option ” or “ Agreement ”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “ Plan ”) of Northwest Bancshares, Inc. (the “ Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided, or made available, to each person granted a stock option pursuant to the Plan. The holder of this Option (the “ Participant ”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“ Committee ”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.


1.	Name of Participant.


2.	Date of Grant. _________, 20__.


3.	Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option .

(subject to adjustment pursuant to Section 10 hereof).


•	This is a Non-Qualified Option.

4. Exercise price per share . $_______

(subject to adjustment pursuant to Section 10 below)

5. Expiration Date of Option . _________, 20__.


6.	Vesting Schedule . Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.



Date		Vested Portion of Award
		15%
		30%
		44%
		58%
		72%
		86%
		100%

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death, Disability, Retirement or Involuntary Termination following a Change in Control).

7. Exercise Procedure.


7.1	Delivery of Notice of Exercise of Option . This Option will be exercised in whole or in part by the Participant through the Equity Plan Solutions portal, setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:


•	Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.


•	Stock of the Company in full/partial payment of the purchase price.


•	By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).


•	By selling shares from my Option shares through a broker in full/partial payment of the purchase price.


7.2	“Fair Market Value” shall have the meaning set forth in Section 8.1(r) of the Plan.

8. Delivery of Shares.


8.1	Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Change in Control.


9.1	In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable for one year following the Participant’s Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option.


9.2	A “ Change in Control ” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

11. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:


(i)	Death . This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries during the remaining term of the Option.


(ii)	Disability . This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised by the Participant during the remaining term of the Option.

(iii)


(iv)	Termination for Cause . If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.

(v)

Other Termination . If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

12. Miscellaneous.


12.1	No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.


12.2	This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3

In the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.


12.4	This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

12.5

This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he or she will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.


12.6	The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.



NORTHWEST BANCSHARES, INC.

By:
Its:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2018 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2018 Equity Incentive Plan.



PARTICIPANT

INCENTIVE STOCK OPTION AWARD AGREEMENT

EXHIBIT 10.2

STOCK OPTION

Granted by

NORTHWEST BANCSHARES, INC.

under the

NORTHWEST BANCSHARES, INC.

2018 EQUITY INCENTIVE PLAN

This stock option agreement (“ Option ” or “ Agreement ”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “ Plan ”) of Northwest Bancshares, Inc. (the “ Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “ Participant ”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“ Committee ”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.


1.	Name of Participant.


2.	Date of Grant.


3.	Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option.

(subject to adjustment pursuant to Section 10 hereof).


•	This is an Incentive Stock Option (“ ISO ”) to the maximum extent permitted under Code Section 422(d).

4. Exercise price per share. $ __________

(subject to adjustment pursuant to Section 10 below)

5. Expiration Date of Option.


6.	Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified herein.



Date		Vested Portion of Awards
		15%
		30%
		44%
		58%
		72%
		86%
		100%

7. Exercise Procedure.


7.1	Delivery of Notice of Exercise of Option . This Option will be exercised in whole or in part by the Participant through the Equity Plan Solutions portal, setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:


•	Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.


•	Stock of the Company in full/partial payment of the purchase price.


•	By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any required tax withholding).


•	By selling shares from my Option shares through a broker in full/partial payment of the purchase price.


7.2	“Fair Market Value” shall have the meaning set forth in Section 8.1(r) of the Plan.

8. Delivery of Shares.


8.1	Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

9. Change in Control.

9.1

In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable for one year following the Participant’s Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option provided, however, that Options exercised more than three (3) months following Participant’s Involuntary Termination following a Change in Control will not have ISO treatment.


9.2	A “ Change in Control ” will be deemed to have occurred as provided in Section 4.2 of the Plan.

10. Adjustment Provisions.

11. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:


(i)	Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries during the remaining term of the Option.


(ii)	Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised by the Participant during the remaining term of the Option; provided, however, that Options

exercised more than one (1) year following Participant’s Termination of Service by reason of Participant’s Disability will not have ISO treatment.

(iii)

Retirement. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Retirement. “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan. This Option may thereafter be exercised by the Participant during the remaining term of the Option; provided, however, that Options exercised more than three (3) months following Participant’s Termination of Service by reason of Participant’s Retirement will not have ISO treatment.


(iv)	Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not been exercised will expire and be forfeited.

(v)

Other Termination. If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.

12. Miscellaneous.


12.1	No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.


12.2	This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

12.3

Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such transfer.


12.4	This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

12.5

This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.


12.6	The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.



NORTHWEST BANCSHARES, INC

By:
Its:

PARTICIPANT’S ACCEPTANCE



PARTICIPANT

EXHIBIT 10.3

RESTRICTED STOCK AWARD

Granted by

NORTHWEST BANCSHARES, INC.

under the

NORTHWEST BANCSHARES, INC.

2018 EQUITY INCENTIVE PLAN

This restricted stock agreement (“ Restricted Stock Award ” or “ Agreement ”) is and will be subject in every respect to the provisions of the 2018 Equity Incentive Plan (the “ Plan ”) of Northwest Bancshares, Inc. (the “ Company ”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “ Participant ”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“ Committee ”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant. ______________________________________________________

2. Date of Grant. _________, 20__.


3.	Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award.

(subject to adjustment pursuant to Section 9 hereof).


4.	Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.



Date		Vested Portion of Award
		15%
		30%
		44%
		58%
		72%
		86%
		100%

Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death, Disability, Retirement or Involuntary Termination following a Change in Control).

5. Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.


6.	Terms and Conditions.


6.1	The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.


6.2	Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be distributed to the Participant immediately.


7.	Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8. Change in Control.


8.1	In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.


8.2	A “ Change in Control ” will be deemed to have occurred as provided in Section 4.2 of the Plan.

9. Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

10. Effect of Termination of Service on Restricted Stock Award.

10.1 This Restricted Stock Award will vest as follows:


(i)	Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.


(ii)	Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.


(iii)	Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service. “Retirement” shall have the meaning set forth in Section 8.1(cc) of the Plan.


(iv)	Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will expire and be forfeited.


(v)	Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

11. Miscellaneous .


11.1	No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.


11.2	This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.


11.3	Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.


11.4	This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.


11.5	This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.



NORTHWEST BANCSHARES, INC.

By:
Its:

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2018 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2018 Equity Incentive Plan.



PARTICIPANT