Exhibit 10.3
FORM OF BUSINESS RETENTION AND DEVELOPMENT AGREEMENT BETWEEN F.N.B.
CORPORATION AND WILLIAM C. SONNTAG
BUSINESS RETENTION AND DEVELOPMENT
AGREEMENT
This Business Retention and Development Agreement ("Agreement") made this ____
day of _______________, 2004, by and between F.N.B. Corporation and William
Sonntag ("Sonntag") provides as follows:
WITNESSETH
WHEREAS, F.N.B. Corporation (F.N.B. Corporation and subsidiaries are
collectively referred to as the "Corporation") contemplates the consummation of
an Agreement and Plan of Merger ("Merger") between Corporation and Slippery Rock
Financial Corporation (Slippery Rock Financial Corporation and subsidiaries are
collectively referred to as "Slippery Rock"); and
WHEREAS, the Corporation desires to assure itself of the benefits of Sonntag's
community relations, customer knowledge and customer contacts; and
WHEREAS, Sonntag is willing to provide his expertise in those areas under the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual premises set forth in this
Agreement and intending to be legally bound, the parties agree as follows:
1. RECITALS.
The parties incorporate the above recitals by reference.
2. SCOPE OF WORK.
Sonntag shall provide the following services for the Corporation following the
Merger:
(1) Assist in identifying, developing and generating new business
for the Corporation;
(2) Assist in the retention of existing customers of Slippery Rock
as customers of the Corporation;
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(3) Serve as a liaison between the Corporation and the former
market areas of Slippery Rock and its customers; and
(4) Represent the Corporation in connection with community affairs
and community development outreach initiatives.
3. WORK SCHEDULE.
Sonntag shall set his own working hours and Sonntag shall be free to devote time
to any other enterprise without the approval or consent of the Corporation
except as restricted by Non-Competition Agreement between the Corporation and
Sonntag dated __________, 2004.
4. COMPENSATION.
4.01 The Corporation shall pay Sonntag _________ annually in twenty-four (24)
equal installments on the 1st and 15th of each month.
4.02 Any costs associated with Sonntag's work, including telephone, postage,
equipment and supplies will be at the sole expense of Sonntag unless
otherwise agreed in advance by the Corporation. Sonntag may bill the
Corporation for all expenses previously approved such as travel and
overnight accommodations.
5. TAXES AND WITHHOLDING.
5.01 The parties expressly understand, acknowledge and agree that Sonntag is
not an employee of the Corporation and accordingly, the Corporation will
not treat Sonntag, as an employee for federal, state or local tax
purposes. Sonntag understands and agrees that the Corporation shall make
no withholding or deduction of federal, state or local income tax, federal
unemployment tax or payments under the Federal Insurance Contributions Act
(social security or medicare taxes) on his behalf. The parties acknowledge
and agree that Sonntag is individually responsible for the payment of any
and all such taxes.
5.02 In the event the Corporation is held to be liable for any withholding
taxes associated with Sonntag's compensation under this Agreement, Sonntag
agrees to indemnify, defend and hold harmless the Corporation for all such
withholding payments made or payable by the Corporation on Sonntag's
behalf.
6. BENEFITS.
Sonntag understands he is not an employee of the Corporation and thus is not
entitled to any benefits provided by the Corporation to its employees or to the
employees of its affiliates or
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subsidiaries, including, but not limited to, group health and life insurance,
pension plan benefits and similar benefits.
7. CONFIDENTIAL INFORMATION.
7.01 Sonntag may not disclose and shall not use for his own benefit any
Confidential Information. "Confidential Information" means all information
concerning or related to the business, operations, financial condition or
prospects of the Corporation or any of its affiliates, obtained by Sonntag
in connection with his performance of services under this Agreement,
regardless of the form in which such information appears and whether or
not such information has been reduced to a tangible form, and shall
specifically include:
(a) all information regarding the officers, directors, employees, equity
holders, customers and suppliers of the Corporation and its
affiliates, in each case whether past, present or prospective;
(b) all software, inventions, discoveries, trade secrets, processes,
techniques, methods, formulae, ideas and know-how of the Corporation
and its affiliates known to Sonntag prior to the date of the
termination of his engagement by the Corporation; and
(c) all financial statements, audit reports, budgets and business plans
or forecasts of the Corporation and its affiliates.
7.02 All papers, contracts, files, books and records of every kind relating to
the business and affairs of the Corporation, whether or not prepared by
Sonntag, shall be the sole and exclusive property of the Corporation.
Sonntag shall sign all necessary documents, including but not limited to,
any assignments as the Corporation may reasonably determine are necessary
or desirable in order to give effect to this Section. Promptly after
termination of this Agreement for any reason, Sonntag shall return to the
Corporation any Confidential Information that is in Sonntag's possession.
7.03 Sonntag acknowledges that securities law prohibits any person who has
received non-public information from purchasing or selling any securities
of the Corporation or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities, in connection with,
or reliance upon, such material non-public information.
7.04 This Section 7 shall survive any termination of this Agreement.
8. TERM.
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8.01 This Agreement shall commence on the later of the date of consummation of
the Merger or approval of this Agreement by the Office of the Comptroller
of the Currency and the Federal Deposit Insurance Corporation, if
necessary, and end thirty-six (36) months later. The Corporation shall use
commercially reasonable efforts to obtain approvals of this Agreement by
the Office of the Comptroller of the Currency and the Federal Deposit
Insurance Corporation.
8.02 The Corporation may terminate this Agreement at any time if Sonntag fails
to perform the duties required under the terms of this Agreement to the
reasonable satisfaction of the Corporation or if Sonntag is in violation
of this or any other agreement with the Corporation.
9. GOVERNING LAW.
This Agreement shall be construed in accordance with and governed by the laws of
the Commonwealth of Pennsylvania, without giving effect to its conflicts of law
principles.
10. SEVERABILITY.
Any provision of this Agreement which is held to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions or effectuating the validity or enforceability of such provision in
any other jurisdiction.
11. CAPTIONS.
The section captions contained in this Agreement are inserted for reference and
convenience purposes only and in no way define, limit or describe the scope or
intent of this Agreement or any particular paragraph or section or the proper
construction.
12. AMENDMENTS.
This Agreement may not be modified, amended or terminated except by writing
signed by both parties to the Agreement.
13. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and shall inure to the benefit of the parties
and their respective heirs, personal representatives, successors and assigns.
14. NOTICES.
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14.01 All notices, consents, requests, demands and other communications required
or permitted hereunder:
(a) shall be in writing;
(b) shall be sent by messenger, certified or registered U.S. mail, a
reliable express delivery service or facsimile (with a copy sent by
one of the foregoing means), charges prepaid as applicable, to the
appropriate address(es) or number(s) set forth below; and
(c) shall be deemed to have been given on the date of receipt by the
addressee (or, if the date of receipt is not a business day, on the
first business day after the date of receipt), as evidenced by (i) a
receipt executed by the addressee (or a responsible person in his or
her office), the records of the person delivering such communication
or a notice to the effect that such addressee refused to claim or
accept such communication, if sent by messenger, U.S. mail or
express delivery service, or (ii) a receipt generated by the
sender's facsimile voucher showing that such communication was sent
to the appropriate number on a specified date.
14.02 All such communications shall be sent to the following addresses or
numbers, or to such other addresses or numbers as any party may inform the
others by giving five (5) business days' prior notice:
If to F.N.B. Corporation: If to William Sonntag:
Stephen J. Gurgovits
One F.N.B. Boulevard, 6th Floor
Hermitage, PA 16148
Facsimile: 724-983-3515
With Copy to:
Legal Department
One F.N.B. Boulevard, 1st Floor
Hermitage, PA 16148
Facsimile: 724-983-3349
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
F.N.B. Corporation
By:____________________________________
Name:
Title:
William Sonntag
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