Farmers National Banc (FMNB) 10-K 2016 FY Annual report

Exhibit 10.8

Notice of Grant of

Restricted Stock Award,

Performance-based Equity Award, and

Performance-based Cash Award

Name: _________________

Address:

_______________________

_______________________

Subject to the terms and conditions of the 2012 Equity Incentive Plan (the “Plan”) and the accompanying Restricted Stock Award Agreement, Performance-based Equity Award Agreement, and Performance-based Cash Award Agreement (the “Award Agreements”), you have been granted Shares of Restricted Stock, Performance-based Shares, and a Performance-based Cash Award (collectively the “Awards”) as follows:

Grant Date:	______ ___, 2016
Number of Shares:	Your Awards consist of the following: Shares of Restricted Stock (each a “Share”) 1 Performance-based Shares (ROE) 2 $Performance-based Cash Award (TSR) 3
Vesting Schedule:	Your Restricted Stock will vest on the third anniversary of the Grant Date (Normal Vesting Date).
Settlement:	Your Awards will be settled in Shares or Cash as the case may be (if the restrictions on such Award lapse).

This Notice of Grant and the accompanying Award Agreement describes your Award and the terms and conditions of your Award.  To ensure you fully understand these terms and conditions, you should:

• Read the Plan carefully to ensure you understand how the Plan works; and

• Read this Notice of Grant and corresponding Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it.  

You may contact Mark Nicastro by telephone (330-533-5025) or email (mnicastro@farmersbankgroup.com) if you have any questions about your Award or Award Agreement.

¹  Number of Shares of Restricted Stock were determined by multiplying $[X] (the dollar amount used to determine your total target Awards) by .25, and dividing the result by $[Y] (the average reported closing price of a Share during the 30-day period ending on the last trading day prior to the Grant Date). The resulting number of Shares were rounded to the nearest whole Share.

²  Number of Performance-based Shares were determined by multiplying $[X] by .5, dividing the result by $[Y] (to determine the target number of Performance-based Shares), and multiplying the result by 2 (to determine the maximum number of Performance-based Shares). The resulting number of Performance-based Shares were rounded to the nearest whole Share.

³  Your Performance-based Cash Award was determined by multiplying $[X] by .25 (to determine the target Performance-based Cash Award).