EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
Entered into on and as of May 20, 1999, by and between GARY L. TICE (the
"Executive"), and F.N.B. CORPORATION ("F.N.B.").
WHEREAS, the Executive, First National Bank of Naples ("FNBN") and FNBN's
parent holding company, Southwest Banks, Inc. ("Southwest") are parties to
an Employment Agreement dated December 16, 1996 (the "Agreement"); and
WHEREAS, Southwest merged with F.N.B. on January 21, 1997 (the "Merger") and
became a wholly-owned subsidiary of F.N.B.; and
WHEREAS, Executive was appointed Executive Officer following the Merger and
subsequently was elected as F.N.B.'s Chief Operating Officer and President; and
WHEREAS, Southwest was dissolved on December 31, 1998; and
WHEREAS, F.N.B. and Executive desire to amend the Agreement to substitute
F.N.B. for Southwest as a party to the Agreement and have F.N.B. succeed to
all of Southwest's rights, duties and obligations thereunder; and
WHEREAS, Executive and F.N.B. desire also to amend the Agreement in order to
assure the Executive's benefits under this Section are comparable with those
furnished to similarly positioned officers of F.N.B.; and
WHEREAS, since Executive is an eligible participant in F.N.B.'s Basic
Retirement Plan, F.N.B. also desires to amend the Agreement to add the
"Basic Retirement Plan" to the "Additional Benefits" section (Section 3(g))
of the Agreement; and
WHEREAS, the Executive and F.N.B. desire to reaffirm all the other terms and
provisions of the Agreement.
NOW, THEREFORE, intending to be legally bound, the Executive and F.N.B.
covenant and agree that:
(1) Section 10(a) entitled "Change in Control of the Company" is hereby
amended to change the cash bonus provided under this Section from two
hundred-fifty percent (250%) to two hundred ninety-nine percent (299%).
Section 10. Change in Control of the Company.
(a) In the event of a "change in control" of the Company, as defined
herein, Executive shall be entitled, for a period of thirty (30)
days from the date of closing of the transaction effecting such
change in control and at his election, to give written notice to
the Company of termination of this Agreement and to receive a cash
payment equal to two hundred ninety-nine (299%) times the
compensation, including bonus, received by the Executive in the
one-year period immediately preceding the change in control. The
severance payments provided for in this Section 10(a) shall be paid
as follows: an amount equal to one-third (1/3) of the Initial Present
Value shall be paid on the effective date of the termination of
his employment hereunder; an additional amount whose present value
on the said closing date under Section 280G(d)(4) was one-third
(1/3) of the Initial Present Value shall be paid on the last day of
the sixth month following such effective date; and a final amount
whose present value on the said closing date under Section 280G(d)(4)
was equal to one-third (1/3) of the Initial Present Value shall be
paid on the last day of the twelfth month following such effective
date.
(2) Section 3(b) entitled "Life Insurance" is hereby amended to specify
additional life insurance coverage on the life of the Executive in force
under existing policies made available by F.N.B. to Executive.
Section 3. Compensation.
(b) Life Insurance. The Company shall promptly pay the premiums due
and payable for $2,610,000 in the aggregate of "split-dollar"
guaranteed death benefit life insurance on the life of the Executive
presently in force under Policy No. 13614637 issued by Northwestern
Mutual Life Insurance Company, or such other comparable policy or
policies as the Company may select from time to time. All such
policies shall be owned by the Executive, subject to a collateral
assignment executed at date of inception of the policies in an
amount equal to 100% of all premium payments paid by the company
to maintain all such policies to ensure Company is fully repaid
such premium payments. If the Executive dies during the Split
Dollar arrangement, his death benefits shall be payable to one or
more beneficiaries as designated by the Executive, and the Company
will receive the remaining death benefits.
(3) Section 3(g) entitled "Additional Benefits" is hereby amended to add
the F.N.B. Corporation "Basic Retirement Plan" since Executive is an eligible
participant of the Plan.
Section 3. Compensation.
(g) Additional Benefits. As additional consideration paid to Executive,
the Executive shall be provided with health, dental, long term
disability, hospitalization, life insurance, participation in the
Bank's Executive Performance Compensation Program, Basic Retirement
Plan and 401(k) KSOP Salary Savings Plan. In addition, the Executive
shall be provided with a monthly automobile allowance of $1,241.00,
which allowance shall be adjusted based on the annual Consumer Price
Index on July 1, 1998 and on each third anniversary thereafter.
(4) The parties hereby reaffirm all other term and provisions of the
Agreement, which shall remain in full force and effect as amended hereby.
WITNESS the due execution and delivery hereof as of the date first above
written.
WITNESS: EXECUTIVE:
/s/William J. Rundorff /s/Gary L.Tice
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Gary L. Tice
ATTEST: F.N.B. CORPORATION
By /s/William J. Rundorff By /s/James T. Weller
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Asst Secretary James T. Weller
Chairman, Compensation Committee