Exhibit 10.1
F.N.B. CORPORATION
RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)
This Restricted Stock Award Agreement (the "Agreement") is made and entered
into effective as of July 18, 2007 (the "Award Date") between F.N.B.
CORPORATION, a Florida corporation (the "Company"), and ________________________
(the "Employee").
W I T N E S S E T H T H A T:
WHEREAS, at a meeting of the Compensation Committee (the "Committee") of
the Board of Directors of the Company (the "Board") held on the Award Date, the
Committee, pursuant to the F.N.B. Corporation 2007 Incentive Compensation Plan
(the "Plan"), awarded to certain employees of the Company, employees of First
National Bank of Pennsylvania (the "Bank") and employees of other non-Bank
Affiliates (the term "Affiliates" is defined in the Plan), shares of the
Company's Common stock, par value $0.01 per share (the "Stock");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and intending to be legally bound hereby, each of the parties
covenants and agrees as follows:
1. Award of Restricted Stock. Subject to the terms and conditions of
the Plan and this Agreement, the Company, pursuant to the Plan, which is
incorporated herein by reference thereto and made a part hereof as though set
forth in full herein (refer to Section 5 herein for a copy of the Plan), hereby
confirms the award to the Employee, on the date first written above, of an
aggregate of __________ shares of Stock (the "Shares").
2. Terms and Conditions. The award of Shares to the Employee is subject
to the following terms and conditions:
(a) Vesting and Forfeiture. The Employee's right to the Shares
will vest (together with all dividends and/or shares of stock purchased
on account of such Shares under the Company Dividend Reinvestment and
Voluntary Stock Purchase Plan ("DRP")) and the Shares will become
freely transferable, provided the Employee has been continuously
employed by the Company from the Award Date through the earlier of,
January 16, 2010 ("Vesting Date"), or upon accelerated vesting of the
Shares pursuant to Section 2(b) and (c) hereof. For purposes of this
Agreement, the period between the Award Date and the Vesting Date shall
be referred to as the "Vesting Period."
(b) Accelerated Vesting - Change in Control or Sale. In the
event of a "Change in Control," as defined in the Plan, prior to the
Vesting Date, if the Employee has remained continuously employed by
Company, Bank or non-Bank Affiliate since the Award Date, the
restrictions on the Shares shall lapse and all of the Shares
(references to "Shares" in this Agreement shall also include all
dividends and/or shares of Stock purchased under the DRP on account of
such Shares) shall immediately vest. All restrictions on the Shares
shall lapse and such Shares shall vest immediately upon the sale of all
or substantially all of the common stock or assets (a "Sale") of the
Bank prior to the Vesting Date, provided the Employee remains
continuously employed by the Bank, the Company or non-Bank Affiliate.
In the event of a Sale of a non-Bank Affiliate which employed the
Employee on the Award Date and the Employee has been continuously
employed by the Affiliate, Company or Bank since the Award Date, the
Shares shall vest in an amount not less than the pro rata amount of the
Shares awarded under this Agreement for the period from the Award Date
to the consummation date of the Sale of the non-Bank Affiliate as
calculated by taking the number of Shares times the fraction, the
numerator of which is the actual number of full months the Employee
worked from the Award Date (Employee shall be credited with working the
full month of July 2007) to the consummation date of the Sale of the
non-Bank Affiliate, and the denominator of which is thirty (30),
representing the number of full months (including July 2007) in the
Vesting Period. (By way of example and for avoidance of doubt, if the
non-Bank
Affiliate is sold on October 1, 2008, the Employee would be entitled to
vesting of one-half of the Shares (15 months worked/30 months total in
the Vesting Period) under this Agreement).
For purposes of this Agreement the termination of the Employee
following execution of a definitive agreement contemplating a "Change
in Control" or Sale of the Bank or non-Bank Affiliate, without "Cause"
(as defined in the Plan), prior to the consummation date of the "Change
in Control" or such Sale shall result in the full vesting (or pro rata
vesting for the time the Employee worked between the Award Date and the
Sale consummation date in the case of a Sale of a non-Bank Affiliate)
of the Shares on the consummation date of a "Change in Control" or such
Sale.
(c) Termination of Employment; Forfeiture or Acceleration of
Shares. Upon the effective date of the termination of Employee's
employment with the Company, the Bank, or the other non-Bank Affiliate,
all Shares then subject to a risk of forfeiture shall immediately be
forfeited and returned to the Company by the administrator of the DRP
without consideration or further action being required of the Company;
except in the event such termination is a result of the following
circumstances:
(1) Death. The restrictions on the Shares shall lapse and
the Shares shall automatically vest immediately as a
result of Employee's death during the Vesting Period.
(2) Disability. The restrictions on the Shares shall lapse
and the Shares shall automatically vest immediately
as a result of Employee becoming a "Disabled
Participant" (as that term is defined in the Plan)
during the Vesting Period.
(3) Early Retirement. The Employee shall be entitled to
vesting of not less than the pro rata amount of the
Shares for the number of full months of the Vesting
Period (Employee shall be credited with working the
full month of July 2007) during which Employee remained
employed until the actual date of the Employee's "Early
Retirement," as this term is defined in the Plan (from
the Award Date to the actual date of the Employee's
Early Retirement). The number of Employee Shares that
shall vest under this Agreement upon Employee's "Early
Retirement" shall be calculated by multiplying the
Shares by the fraction, the numerator of which is the
number of full months the Employee worked during the
Vesting Period before the Employee's actual Early
Retirement date, and the denominator of which is thirty
(30), representing the total number of months in the
Vesting Period.
(4) Normal Retirement. The restrictions on the Shares shall
lapse and the Shares shall automatically vest
immediately upon Employee's "Normal Retirement" as that
term is defined in the Plan, except that if the
Employee's Normal Retirement occurs in calendar year
2007, the number of Shares that shall vest will be pro
rated by multiplying the Shares by the fraction, the
numerator of which is the actual number of full months
the Employee worked in 2007 between the Award Date
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(Employee shall be credited with having worked the full
month of July 2007) and December 31st and the
denominator of which is thirty (30), representing the
total number of months in the Vesting Period.
(d) Enrollment of Shares in DRP. All Shares shall be enrolled
in the Employee's name in the Company's DRP and must remain enrolled in
the DRP throughout the Vesting Period applicable to such Shares. On the
date on which the transfer restrictions on any Shares lapse, the
Company shall notify the DRP Administrator as to the name of the
Employee and the number of the Employee's Shares as to which the
restrictions have lapsed. The Employee shall be entitled to exercise
all rights to the unrestricted Shares, including the right to withdraw
such Shares from the DRP, in accordance with the terms of the DRP. Upon
withdrawal of the unrestricted Shares the Company shall require
Employee to remit to the Company an amount sufficient to satisfy any
tax withholding requirements prior to the delivery or sale of any
certificate for the unrestricted Shares, or the Company shall withhold
an appropriate amount from the unrestricted Shares to be delivered or
sold sufficient to satisfy all or a portion of such tax withholding
requirements.
(e) Voting and Dividend Rights. The Employee shall have full
voting rights with respect to all Shares, including the Shares that
have not yet vested, unless and until such Shares are forfeited to the
Company. In addition, the Employee shall have full cash and stock
dividend rights with respect to all Shares; provided that (i) all such
dividends or other distributions as to Shares enrolled in the DRP shall
be credited to the Employee's account in the DRP and, in the case of
cash dividends, used to purchase shares of Stock pursuant to the DRP;
and (ii) all Shares credited to the Employee as a result of such cash
or stock dividends shall be subject to the same restrictions on
transferability and the same risk of forfeiture as the Shares that are
the basis for the dividend.
(f) Transfer Restrictions. The Employee may not transfer any
Shares awarded hereunder during the Vesting Period applicable to such
Shares, that is, until the Employee's right to such Shares has vested
and such Shares are no longer subject to a risk of forfeiture. The
Employee may, from time to time, name any beneficiary or beneficiaries
to whom any benefit under this Agreement is to be paid in case of his
or her death before he or she receives any or all of such benefit. Each
designation will revoke all prior designations by the Employee, shall
be in a form prescribed by the Committee and will be effective only
when filed by the Employee in writing with the Company during his or
her lifetime. In the absence of any such designation, benefits
remaining unpaid at the Employee's death shall be paid to his or her
estate, subject to the terms of the Plan.
(g) No Right to Continued Employment. This Agreement shall not
confer upon the Employee any right with respect to continuance of
employment by the Company or an Affiliate, nor shall it interfere in
any way with the right of his/her
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employer to terminate his/her employment at any time.
(h) Compliance With Laws and Regulations. The award of Shares
evidenced hereby shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any government or
regulatory agency as may be required. The Company shall not be required
to issue or deliver any certificates for shares of stock prior to (i)
the listing of such shares on any stock exchange on which the Stock may
then be listed and (ii) the effectiveness of any registration statement
with respect to such shares that counsel for the Company deems
necessary or appropriate.
3. Investment Representation. The Committee may require the Employee to
furnish to the Company, prior to the issuance of any Shares, an agreement (in
such form as the Committee may specify) in which the Employee represents that
the Shares acquired by him or her are being acquired for investment and not with
a view to the sale or distribution thereof.
4. Withholding. The Company, the Bank, or the Affiliate that employs
the Employee shall make appropriate withholdings, if any, from his/her
compensation for federal, state and local taxes payable as a result of the award
or vesting of Shares evidenced hereby.
5. Employee Bound by Plan. The Employee hereby acknowledges receipt of
an e-mail from the Company which includes attachments containing copies of (a)
the Plan, (b) the Prospectus relating to the Plan in connection with the
registration of the Shares under the Securities Act of 1933, as amended, and (c)
the Company's current Prospectus relating to the DRP, and the Employee agrees to
be bound by all the terms and provisions thereof. The Employee may request a
hard copy of these documents by requesting a copy from the Company's Human
Resources Department. To the extent of any inconsistency between the terms of
this Agreement and the terms of the Plan, the Plan shall govern. All capitalized
terms used herein and not defined herein shall have the meanings ascribed to
such terms in the Plan.
6. Notices. Any notice hereunder to the Company shall be addressed to
it at its office, F.N.B. Corporation, One South Hermitage Road, Hermitage,
Pennsylvania 16148, c/o Human Resources Department, and any notice hereunder to
the Employee shall be addressed to him/her at his/her address provided to
Company from time to time, subject to the right of either party to designate at
any time hereafter in writing some other address.
7. Construction and Dispute Resolution. This Agreement shall be
governed by and construed in accordance with the internal laws of the
Commonwealth of Pennsylvania, without giving effect to principles of conflict of
laws. All headings in this Agreement have been inserted solely for convenience
of reference only, are not to be considered a part of this Agreement, and shall
not affect the interpretation of any of the provisions of this Agreement. In the
event of any dispute or claim relating to or arising out of this Agreement, the
Employee and the Company agree that all such disputes shall be fully and finally
resolved by binding arbitration conducted
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by the American Arbitration Association ("AAA") in Mercer County, Pennsylvania
in accordance with the AAA's National Rules for the Resolution of Employment
Disputes. The Employee acknowledges that by accepting this arbitration provision
he is waiving any right to a jury trial in the event of a covered dispute. The
arbitrator may, but is not required, to order that the prevailing party shall be
entitled to recover from the losing party its attorneys' fees and costs incurred
in any arbitration arising out of this Agreement.
8. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, F.N.B. Corporation has caused this Restricted Stock
Award Agreement to be executed on its behalf by its authorized officer and the
Employee has executed this Restricted Stock Award Agreement, both as of the day
and year first above written.
F.N.B. CORPORATION
By:
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Date:
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Employee
Date:
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