Form S-8 Northwest Bancshares,

May 18, 2022 4:17 PM EDT

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Registration No. 333-        

As filed with the Securities and Exchange Commission on May 18, 2022


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Northwest Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland27-0950358
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

3 Easton Oval, Suite 500
Columbus, Ohio 43219
(Address of Principal Executive Offices)

Northwest Bancshares, Inc. 2022 Equity Incentive Plan
(Full Title of the Plan)

Copies to:

Ronald J. SeiffertNed Quint, Esq.
Chairman, President and Chief Executive OfficerBeverly J. White, Esq.
Northwest Bancshares, Inc.Luse Gorman, PC
3 Easton Oval, Suite 500
5335 Wisconsin Ave., N.W., Suite 780
Columbus, Ohio 43219
Washington, D.C. 20015-2035
(814) 726-2140(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

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 7(a)(2)(B) of the Securities Act, as amended (the “Securities Act”).

    


PART I.    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.    Plan Information; and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference
The following documents previously filed by Northwest Bancshares, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):
(a)    The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Commission File No. 001-34582), filed with the Commission on February 25, 2022, pursuant to Section 13(a) of the Exchange Act;
    (b)    The information specifically incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 from the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 10, 2022;
    (c)    The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 6, 2022;
(d)    The Company’s Current Reports on Form 8-K filed on February 10, 2022, March 31, 2022 and April 22, 2022; and
(e)    The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on December 14, 2009 to register the Company's common stock under the Exchange Act (Commission File No. 001-34582), as updated by Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on February 25, 2022, including any subsequent amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
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Item 6.  Indemnification of Directors and Officers
    Articles 10 and 11 of the Articles of Incorporation of Northwest Bancshares, Inc. (the “Corporation”) set forth circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such. References to the MGCL refer to Maryland General Corporation Law:

1.ARTICLE 10. Indemnification, etc. of Directors and Officers.

A.    Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
B.    Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.
C.    Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.
D.    Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.
E.    Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
F.    Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount
    3


permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.
Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.
ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.
Item 7.  Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits.

Regulation S-K
Exhibit Number
Document
Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (Commission File No. 333-161805), originally filed by the Company under the Securities Act, with the Commission on September 9, 2009, and all amendments or reports filed for the purpose of updating such description)
Opinion of Luse Gorman, PC
Northwest Bancshares, Inc. 2022 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders (File No. 001-34582), filed under the Exchange Act on March 10, 2022)
Form of Restricted Stock Award
Form of Restricted Stock Unit Award Agreement (time-based)
Form of Performance Stock Unit Award Agreement
Consent of Luse Gorman, PC (contained in Exhibit 5)
Consent of KPMG LLP (Independent Registered Public Accounting Firm)
Power of Attorney (contained on signature page)
Filing Fee Table

    4


Item 9.  Undertakings

The undersigned registrant hereby undertakes:
1.    To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:
    (i)     to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
    (ii)    to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;
    (iii)    to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Corporation pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2.    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3.    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
4.    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
5.    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on May 18, 2022.
NORTHWEST BANCSHARES, INC.



By:/s/ Ronald J. Seiffert
Ronald J. Seiffert
Chairman, President and Chief Executive Officer
(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Northwest Bancshares, Inc. (the “Company”) hereby severally constitute and appoint Ronald J. Seiffert, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Ronald J. Seiffert may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be granted and shares of common stock to be issued upon the exercise of stock options to be granted under the Northwest Bancshares, Inc. 2022 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Ronald J. Seiffert shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SignaturesTitleDate
/s/ Ronald J. SeiffertChairman, President and Chief
May 18, 2022
Ronald J. SeiffertExecutive Officer
(Principal Executive Officer)
/s/ William W. Harvey, Jr.Senior Executive Vice President and
May 18, 2022
William W. Harvey, Jr.Chief Financial Officer
(Principal Financial Officer)
/s/ Jeffrey J. MaddiganExecutive Vice President, Finance,
May 18, 2022
Jeffrey J. Maddigan
Accounting and Corporate Treasurer
(Principal Accounting Officer)
/s/ Robert M. CampanaDirector
May 18, 2022
Robert M. Campana





SignaturesTitleDate
/s/ Deborah J. ChadseyDirector
May 18, 2022
Deborah J. Chadsey
/s/ Wilbur R. DavisDirector
May 18, 2022
Wilbur R. Davis
/s/ Timothy B. FanninDirector
May 18, 2022
Timothy B. Fannin
/s/ Timothy M. HunterDirector
May 18, 2022
Timothy M. Hunter
/s/ John P. MeeganDirector
May 18, 2022
John P. Meegan
/s/ William F. McKnightDirector
May 18, 2022
William F. McKnight
/s/ Mark A. PaupDirector
May 18, 2022
Mark A. Paup
/s/ Sonia M. ProbstDirector
May 18, 2022
Sonia M. Probst
/s/ David M. TullioDirector
May 18, 2022
David M. Tullio
/s/ Pablo A. VegasDirector
May 18, 2022
Pablo A. Vegas




Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Northwest Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities


Security Type
Security Class Title
Fee Calculation Rule
Amount Registered(1)
Proposed Maximum Aggregate Offering Price Per Share(2)
Maximum Aggregate Offering Price(2)
Fee RateAmount of Registration Fee
Equity
 Common stock, $0.01 par value per share
Rules 457(c) and 457(h)3,500,000$12.51$43,785,000$0.0000927$4,059
Total Offering Amounts$4,059
Total Fees Previously Paid̶
Total Fee Offsets̶
Net Fee Due$4,059

(1)    Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Northwest Bancshares, Inc. 2022 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Northwest Bancshares, Inc. pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)    Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act. Based on the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Global Select Market on May 17, 2022.


Exhibit 5
LUSE GORMAN, PC
ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com


May 18, 2022

Board of Directors
Northwest Bancshares, Inc.
3 Easton Oval, Suite 500
Columbus, Ohio 43219

Re:    Northwest Bancshares, Inc. 2022 Equity Incentive Plan
    Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the registration of 3,500,000 shares of common stock, $0.01 par value per share (the “Shares”), of Northwest Bancshares, Inc. (the “Company”) to be issued pursuant to the Northwest Bancshares, Inc. 2022 Equity Incentive Plan (the “Equity Plan”).

In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation and Bylaws of the Company, the Equity Plan, the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered. This opinion is limited to matters of Maryland corporate law.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm. We hereby consent to the use of this opinion in the Form S-8. By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,
/s/ Luse Gorman, PC
LUSE GORMAN, PC


Exhibit 10.2
Restricted Stock Award

Granted by

NORTHWEST BANCSHARES, INC.

under the

NORTHWEST BANCSHARES, INC.
2022 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 2022 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.Date of Grant. _________, 20__.                        
2.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




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 at or following a Change in Control).
3.    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. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Company may, in its sole discretion, decide to deliver any documents related to
    


current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
4.    Terms and Conditions.
4.1    The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.
4.2    Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained by the Company and will be distributed to the Participant when the Restricted Stock Award vests.
5.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

6.    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.
7.    Effect of Termination of Service; Change in Control on Restricted Stock Award.
7.1    Termination of Service. Except as provided in Sections 7.2 through 7.6 below, the Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the Participant’s Termination of Service for any reason, including without limitation, voluntary termination by the Participant.
7.2    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, at the date of Termination of Service.
7.3    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, at the date of Termination of Service.
7.4    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, at the date of Termination of Service.
7.5    Change in Control. In the event of the Participant’s Involuntary Termination at or within two years following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested. In addition, in the event of a Change in Control in which the Company is not the surviving entity, if the successor entity does not assume the Awards granted under the Plan, this Restricted Stock Award also shall become fully vested as of the effective date of the Change in Control.

    
2


7.6    Other Termination. If a Participant terminates Service for Cause or for any reason other than due to death, Disability, Retirement, Involuntary Termination at or following a Change in Control, 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.
8.    Miscellaneous.
8.1    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.
8.2    This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
8.3    Restricted Stock Awards are not transferable prior to the time the Awards vest in the Participant.
8.4    This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
8.5    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.
    
3
Exhibit 10.3

Restricted Stock Unit Award

Granted by

NORTHWEST BANCSHARES, INC.

under the

NORTHWEST BANCSHARES, INC.
2022 EQUITY INCENTIVE PLAN

This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 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 and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit 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 committee appointed to administer the Plan (“Committee”) or the Board of Directors 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 (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.
For valuable consideration, the Company does hereby grant to the Participant a Restricted Stock Unit Award for the number of restricted stock units (the “Restricted Stock Units”) as set forth below, effective on the Date of Grant set forth below. The Restricted Stock Units shall vest and become payable in shares of Stock of the Company (the “Shares”) according to the vesting schedule described below, subject to earlier expiration or termination of the Restricted Stock Units, as provided in this Agreement.

Date of Grant:                                     
1.Form and Timing of Payment of Vested Restricted Stock Units.

1.1    This Restricted Stock Unit Award represents the right to receive Shares of Stock on the date the Restricted Stock Unit Award vests (the “Vesting Date”) as set forth herein. This Restricted Stock Unit Award will vest in approximately equal annual installments over a three (3) year period, commencing on the first anniversary of the Date of Grant and continuing on each anniversary thereafter. No fractional Restricted Stock Units will vest. Any fractional Restricted Stock Unit will roll over and will vest on the next vesting date on which, when aggregated with all or part of another fractional Restricted Stock Unit, it comprises a whole Restricted Stock Unit.

1.2     Subject to the other terms of this Agreement and the terms of the Plan, any Restricted Stock Units that vest will be paid to the Participant solely in whole Shares (and not in cash, as the Plan permits), on, or as soon as practicable after, the Vesting Date or, if earlier, as provided in this Agreement, but in any event, within the period ending on the later to occur of the date that is two and one-half (2½) months from the end of (i) the Participant's tax year that includes the applicable Vesting Date or (ii) the Company's tax year that includes the applicable Vesting Date.

    



2.Dividend Equivalent Rights. Dividend Equivalent Rights shall be not be payable on the Restricted Stock Units granted hereunder.
3.     Effect of Termination of Service; Change in Control
3.1    Termination of Service. Except as provided in Sections 3.2 through 3.6 below, the Restricted Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the Participant’s Termination of Service for any reason, including without limitation, voluntary termination by the Participant.

3.2    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, at the date of Termination of Service.
3.3    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, at the date of Termination of Service.
3.4    Retirement. If the event the Participant’s Service terminates by reason of the Participant’s Retirement and, provided that the Participant enters into a one-year non-competition agreement satisfactory in form to the Committee in connection with the Participant’s Retirement, any unvested portion of this Restricted Stock Unit Award shall vest upon the Participant’s Retirement.
3.5    Change in Control. In the event of the Participant’s Involuntary Termination at or within two years following a Change in Control, any unvested portion of this Restricted Stock Unit Award shall vest at the date of Termination of Service. In addition, in the event of a Change in Control in which the Company is not the surviving entity, any unvested portion of this Restricted Stock Unit Award also shall become fully vested as of the effective date of the Change in Control if the successor entity does not assume the Awards granted under the Plan.
3.6    Other Termination. If the Participant’s Service terminates for reasons other than death, Disability, Retirement, or an Involuntary Termination at or following a Change in Control, the Participant’s unvested Restricted Stock Unit Awards shall be forfeited as of the date of the Termination of Service. An Employee who is also a Director shall not be deemed to have terminated Service until both Service as an Employee and Service as a Director have ceased. If the Participant has a termination for Cause, all unvested Restricted Stock Units hereunder shall be immediately forfeited.
4.    Withholding. The Company shall collect federal, state and local income taxes and the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units at the time those Restricted Stock Units vest (or, with respect to Social Security taxes, when the Restricted Stock Units are no longer subject to a substantial risk of forfeiture, i.e., at attainment of Retirement age). Unless the Participant delivers a separate check payable to the Company in the amount of taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant’s wages. The Participant hereby authorizes the Company to satisfy the withholding obligations by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation; (b) withholding from proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in Shares to be issued in settlement of the vested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the
    2




Stock on the principal exchange on which the Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company with respect to such Award.
5.    Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.
6.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

7.    Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the provisions of this Agreement.
8.    Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the Restricted Stock Units granted pursuant to this Agreement may not be sold, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose), assigned, hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or similar proceedings, or otherwise disposed of under any circumstances.
9.    Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
10.    No Rights as Shareholder. The Participant will not have dividend, voting or any other rights as a shareholder of the Shares of Stock with respect to the Restricted Stock Units. Upon payment of the vested Restricted Stock Units in Shares, the Participant will obtain full dividend, voting and other rights as a shareholder of the Company.
11.    Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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12.    Miscellaneous.

12.1    This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
12.2    This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
12.3    This Restricted Stock Unit 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.
13.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
    
    



    4

Exhibit 10.4
Performance Stock Unit Award

Granted by

NORTHWEST BANCSHARES, INC.

under the
    
NORTHWEST BANCSHARES, INC.
2022 EQUITY INCENTIVE PLAN

This performance restricted stock unit agreement (“Performance Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 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 and related prospectus have been provided to each person granted a performance-based Restricted Stock Unit (“Performance Stock Unit” or “PSU”) Award pursuant to the Plan. The holder of this Performance Stock Unit Award (the “Participant”) hereby accepts this Performance Stock Unit 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 committee appointed to administer the Plan (“Committee”) or the Board of Directors 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 (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.
For valuable consideration, the Company does hereby grant to the Participant a Performance Stock Unit Award for the number of Performance Stock Units as set forth below, effective on the “Date of Grant” set forth below. The Performance Stock Units granted under this Agreement shall, subject to the attainment of certain performance goal(s) set forth below (the “Performance Goal(s)”), relating to the performance measures, vest and become payable in shares of common stock of the Company (the “Shares”), subject to earlier expiration or termination of the Performance Stock Units, as provided in this Agreement.

Date of Grant:                                     
Performance Period:                                 
Target Number of Performance Stock Units: The actual number of Shares that may become issuable pursuant to this Award shall be determined in accordance with Section 1 below. For purposes of the percentage calculations set forth in the Performance Goal Requirements forth in Section 1.1 and Appendix A, the target number of Performance Stock Units is __________.
1.    Vesting Schedule. The number of Performance Stock Units granted under this Agreement that vest and will be settled shall be determined as provided under Section 1.1 hereof on the basis of the level (i.e., threshold, target or stretch) at which the Performance Goal(s) specified on attached Appendix A is actually attained.
 
1.1    Performance Goal Requirements. The attached Appendix A specifies the Performance Goal(s) required to be attained during the Performance Period for the Performance Stock Units to become eligible to vest and the relative weight
    1



attached to each Performance Goal. Within seventy-five (75) days after the completion of the Performance Period, or if later, as soon as practicable after the filing of the audited financial results for the Company and its peers for the period ending on the last day of the three-year Performance Period, the Committee shall determine the actual level of attainment of the Performance Goal(s). On the basis of that determined level of attainment, the target number of Performance Stock Units will be multiplied by the applicable percentage determined in accordance with the percentile matrix set forth in Appendix A. The number of Performance Stock Units resulting from such calculation shall constitute the maximum number of Performance Stock Units in which the Participant may vest under this Agreement. The Committee will determine in its sole discretion the extent, if any, to which the Performance Goal(s) has been satisfied, and it will retain sole discretion to reduce the number of Performance Stock Units that would otherwise be eligible to vest as a result of the performance as measured against the Performance Goal(s). The Committee may not increase the number of Performance Stock Units that may be eligible to vest as a result of the Company’s performance as measured against the Performance Goal(s).

1.2    Settlement of Vested Units. Subject to the other terms of this Agreement and the terms of the Plan, vested Performance Stock Units will be paid to the Participant solely in whole Shares (and not in cash, as the Plan permits), on the third anniversary of the Date of Grant, provided the Participant remains employed with the Company or Northwest Bank on such date (or, if sooner, in accordance with Sections 3.2 through 3.6 hereof).
2.Dividend Equivalent Rights. Dividends Equivalent Rights shall not be payable on the Performance Stock Units granted hereunder.
3.    Effect of Termination of Service, Becoming Retirement Eligible and Change of Control.
3.1    Termination of Service.  Except as provided in Sections 3.2 through 3.6 below, the Performance Stock Units subject to this Agreement shall immediately terminate and be automatically forfeited by the Participant upon the Participant’s Termination of Service for any reason, including without limitation, voluntary termination by the Participant.

3.2    Death. A portion of this Performance Stock Unit Award shall vest immediately in the event of the Participant’s Termination of Service by reason of the Participant’s death. The portion of the Performance Stock Unit Award that vests upon death shall equal the target number of Performance Stock Units multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36.
3.3    Disability. If the Participant’s Service terminates by reason of the Participant’s Disability, the Participant’s unvested Performance Stock Unit Award shall vest immediately. The portion of the Performance Stock Units that vest upon Disability shall equal the target number of Performance Stock Units multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36.
3.4    Retirement or Retirement Eligible Participant.
    (a)    Retirement. If the Participant’s Service terminates by reason of the Participant’s Retirement and, provided that the Participant enters into a one-year non-competition agreement satisfactory in form to the Committee in connection
    2



with the Participant’s Retirement, the Participant’s Performance Stock Unit Award shall continue in effect until the Committee’s determination of the satisfaction of the performance goals following the end of the Performance Period. If achievement of the performance measures is satisfied at threshold or better, then the Participant’s Performance Stock Unit Award shall be settled no later than March 15 of the year immediately following the last year of the Performance Period.
    (b)    Retirement Eligible. The Award of a Participant who becomes Retirement eligible during the Performance Period but who does not retire during the Performance Period shall be settled no later than March 15 of the year immediately following the last day of the Performance Period, provided achievement of the performance measures is satisfied at threshold or better and the Participant remains employed with the Company or the Bank on such date.
3.5    Other Termination. If the Participant’s Service terminates for reasons other than death, Disability, Retirement, or an Involuntary Termination at or following a Change in Control, the Participant’s unvested Performance Stock Unit Awards shall be forfeited. An Employee who is also a Director shall not be deemed to have terminated Service until both Service as an Employee and Service as a Director have ceased. If the Participant has a termination for Cause, all unvested Restricted Stock Units hereunder shall be immediately forfeited.
3.6    Change in Control. A portion of this Performance Stock Unit Award shall vest and be settled immediately in the event of the Participant’s Involuntary Termination at or within two (2) years following a Change in Control. The portion of the Performance Stock Unit Award that vests and will be settled upon an Involuntary Termination at or within two (2) years following a Change in Control shall be equal to the greater of the target number of Performance Stock Units or the number of Performance Stock Units earned based on actual annualized performance at the measurement date. In addition, in the event of a Change in Control in which the Company is not the surviving entity, any Performance Stock Unit Awards also shall become vested and shall settle at the greater of the target level of performance or actual annualized performance measured as of the effective date of the Change in Control if the successor entity does not assume the Awards granted under the Plan.
4.    Withholding. The Company shall collect federal, state and local income taxes and the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Performance Stock Units at the time the Performance Stock Units vest and are settled. Unless the Participant delivers a separate check payable to the Company in the amount of the taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant’s wages. The Participant hereby authorizes the Company to satisfy the withholding obligations by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation; (b) withholding from proceeds of the sale of Shares issued in settlement of the vested Performance Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in Shares to be issued in settlement of the vested Performance Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the Stock on the principal exchange on which the Stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date)
    3



is equal to the aggregate withholding obligation as determined by the Company with respect to such Award.
5.    Code Section 409A. The Performance Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Performance Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Performance Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Performance Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.
6.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
7.    Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Performance Stock Units pursuant to the provisions of this Agreement.
8.    Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the Performance Stock Units granted pursuant to this Agreement may not be sold, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose), assigned, hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or similar proceedings, or otherwise disposed of under any circumstances.
9.    Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
10.    No Rights as Shareholder. The Participant will not have dividend, voting or any other rights as a shareholder of the Shares of common stock with respect to the Performance Stock Units. Upon settlement of the vested Performance Stock Units in Shares, the Participant will obtain full dividend, voting and other rights as a shareholder of the Company.
11.    Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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12.    Miscellaneous.

12.1    This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
12.2    This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
12.3    This Restricted Stock Unit 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.
14.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance Stock Units and on any Shares of common stock acquired under the Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings (as provided in Section 6 above) that may be necessary to accomplish the foregoing.

    5

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our reports dated February 25, 2022, with respect to the consolidated financial statements of Northwest Bancshares, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP
                            
Pittsburgh, Pennsylvania
May 18, 2022



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