Exhibit 10.1
F.N.B. CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PURSUANT TO 2007 INCENTIVE COMPENSATION PLAN)
This Restricted Stock Unit Award Agreement (the "Agreement") is between
________________ ("Participant") and F.N.B. Corporation ("F.N.B.") and sets
forth the terms and conditions of the award of Restricted Stock Units granted to
Participant on January 16, 2008 ("Grant Date") by the Compensation Committee of
the Board of Directors (the "Committee") of F.N.B. pursuant to the terms of the
2007 Incentive Compensation Plan (the "Plan"). The terms of the Plan are
incorporated herein by reference, including the definitions of terms contained
in the Plan. Unless the context indicates otherwise, all references in this
Agreement to "F.N.B." shall mean F.N.B. and its direct and indirect subsidiaries
and affiliates.
RECITALS
WHEREAS, F.N.B.'s Board and shareholders have adopted and approved the
F.N.B. Corporation 2007 Incentive Compensation Plan ("Plan"); and
WHEREAS, F.N.B. is committed to be a high dividend paying corporation;
and
WHEREAS, F.N.B. intends to award certain management employees for
F.N.B.'s long term performance which is designed to deliver total shareholder
return by combining a strong dividend yield with earnings per share growth for
the purpose of attaining a corresponding share price appreciation; and
WHEREAS, F.N.B. believes these awards will align management's interest
with those of the shareholders; and
WHEREAS, the Participant has accepted the grant of the Restricted Stock
Units and agree to the terms and conditions stated below:
SECTION 1. PURPOSE. The purpose of this award is to align Participant's interest
with that of F.N.B. shareholders by attaining total shareholder return through a
combination of an attractive dividend yield and earnings per share growth over
the performance period, which is consistent with F.N.B.'s investment thesis of
achieving total shareholder return of nine to twelve percent.
SECTION 2. RESTRICTED STOCK UNIT AWARD. Subject to the provisions of this
Agreement and the provisions of the Plan, F.N.B. hereby grants to Participant
______ restricted stock units evidencing a right to receive ______ shares of
common stock of F.N.B. (the "Target Amount") provided that the applicable
Vesting Requirements described in 3(a)(i)(1), (2) and (3) of this Agreement have
been met. These Restricted Stock Units are notational units of measurement
denominated in shares of F.N.B. common stock (i.e., one restricted stock unit is
equivalent to one share of F.N.B. common stock). The restricted stock units
represent an unfunded, unsecured deferred compensation obligation of F.N.B.
SECTION 3. VESTING.
(a) All, a portion, a multiple or none of Participant's Target Amount will
vest subject to the following terms and conditions:
(i) TIME AND PERFORMANCE REQUIREMENTS. Subject to the forfeiture
and accelerated vesting provisions set forth in Section 4
hereof, the Target Amount shall become vested in shares of
F.N.B. common stock and shall become deliverable in the amount
described in Section 3(b) hereof (provided such delivery is
otherwise in accordance with federal and state laws) to the
Participant on March 1, 2012 ("Vesting Date"), provided each
of the following three vesting requirements set forth in
Section 3(a)(i)(1), (2) and (3) below, are satisfied, which
shall hereinafter be referred to as the "Vesting
Requirements."
(1) SERVICE REQUIREMENT. Participant remains continuously
employed by F.N.B. from the Grant Date through the
Vesting Date; and
(2) FIRST PERFORMANCE TRIGGER. F.N.B.'s relative return
on average tangible equity ("ROATE"), as calculated
under Section 3(c)(i) herein, during the four year
period beginning on January 1, 2008, and ending on
December 31, 2011 (the "Performance Period"), is
greater than or equal to the 50th percentile of the
peer financial institutions' (identified in Schedule
1 attached hereto and hereinafter referred to as the
"Peer Financial Institutions") ROATE during the
Performance Period as approved by the Committee on
January 16, 2008 ("ROATE Performance Goal"); and
(3) SECOND PERFORMANCE TRIGGER. F.N.B.'s diluted earnings
per share growth during the Performance Period
("F.N.B. EPS Growth") is greater than zero, and at or
above the 20th percentile of the Peer Financial
Institutions' diluted earnings per share growth (Peer
Financial Institutions' EPS Growth") during the
Performance Period, as calculated under Section
3(c)(ii) herein.
(b) DETERMINATION OF VESTED RESTRICTED STOCK UNITS AWARD AMOUNT. Provided the
Vesting Requirements are met, the number of the Participant's restricted stock
units that will become vested on the Vesting Date will be determined as follows:
(i) Maximum. If F.N.B.'s EPS Growth is at or above the 60th
percentile of the Peer Financial Institutions' EPS Growth
during the Performance Period, then the vested amount shall be
1.75 times the Target Amount ("Maximum Amount");
(ii) Target. If F.N.B.'s EPS Growth is at the 35th percentile of
the Peer Financial Institutions' EPS Growth during the
Performance Period, then the vested amount shall be the Target
Amount;
(iii) Threshold. If F.N.B.'s EPS Growth is at the 20th percentile of
the Peer Financial Institutions' EPS Growth during the
Performance Period, then the vested amount shall be 0.5 times
the Target Amount ("Threshold Amount"); and
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(iv) Interpolation Between Levels. For amounts between the
Threshold and Target levels or between the Target and Maximum
levels, straight line interpolation, rounded up to the next
whole share, will be used to determine the number of
restricted stock units that shall vest on the Vesting Date.
For purposes of this Agreement, the amount of the
Participant's award that vests under the calculation set forth
under this Section 3(b) of the Agreement shall be referred to
herein as the "Award Amount."
(c) FINANCIAL PERFORMANCE MEASUREMENTS.
(i) F.N.B. ROATE. For purposes of this Agreement, the calculation
of F.N.B.'s ROATE for the Performance Period shall be computed
by taking the average of F.N.B.'s ROATE for each year in the
Performance Period and comparing that to the average ROATE for
the Peer Financial Institutions for each year in the
Performance Period. ROATE is calculated for each year in the
Performance Period by taking net income and adding back the
after-tax effect of the amortization of acquisition-related
intangible assets, divided by average shareholders' equity
minus average acquisition-related intangible assets;
(ii) F.N.B. AND PEER FINANCIAL INSTITUTIONS' EPS. For purposes of
this Agreement, the calculation of F.N.B.'s earnings per share
growth for the four-year Performance Period shall be computed
by taking the average of F.N.B.'s annual diluted EPS growth
for each year in the four-year Performance Period and
comparing that to the average annual diluted EPS growth for
the Financial Institutions Peer Group for each year in the
four-year Performance Period.
SECTION 4. FORFEITURE; TERMINATION OF EMPLOYMENT; AND ACCELERATED VESTING OF
RESTRICTED STOCK UNITS. Upon the effective date of the termination of
Participant's employment with F.N.B., the Restricted Stock Units shall
immediately be forfeited and returned to the Company by the administrator of
this award program without consideration or future action being required of the
Company; except that notwithstanding the foregoing, in the event such
termination is a result of the following circumstances:
(a) DEATH. The Target Amount shall automatically vest (to the extent this award
has not been previously forfeited) and become payable in accordance with Section
7 hereof immediately upon Participant's death between the Grant Date and the
Vesting Date.
(b) DISABILITY. Provided the Vesting Requirements, except for the service
requirement set forth at Section 3(a)(i)(1) hereof, have been met, the
Participant shall be entitled to vesting on the Vesting Date in an amount not
less than the pro rata amount of the Award Amount for the number of full months
of the Performance Period (Participant shall be credited with working the full
month of January 2008) the Participant worked before the Participant became a
"Disabled Participant" (as defined in the Plan) as a portion of the total number
of months (including January 2008) in the Performance Period. The number of
restricted stock units the Participant is entitled to have vest as a result of
becoming a "Disabled Participant" and payable in accordance with Section 7
hereof, shall be calculated by multiplying the Award Amount by the fraction, the
numerator of which is the number of full months (including credit for the full
month of January 2008) the Participant
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worked during the Performance Period before the date Participant became a
"Disabled Participant," and the denominator of which is forty-eight (48),
representing the total number of months in the Performance Period.
(c) EARLY RETIREMENT. Provided the Vesting Requirements have been met, except
for the service requirement set forth at Section 3(a)(i)(1) hereof, the
Participant shall be entitled to vesting on the Vesting Date of not less than
the pro rata amount of the Award Amount, payable in accordance with Section 7
hereof, for the number of full months of the Performance Period (Participant
shall be credited with working the full month of January 2008) during which
Participant remained employed until the effective date of the Participant's
"Early Retirement," as this term is defined in the Plan (i.e., from the Grant
Date to the actual date of the Participant's Early Retirement). The number of
Participant's restricted stock units that Participant is entitled to have vest
under this Agreement upon Participant's "Early Retirement" shall be calculated
by multiplying the Award Amount by the fraction, the numerator of which is the
number of full months the Participant worked during the Performance Period
before the Participant's actual Early Retirement date, and the denominator of
which is forty-eight (48), representing the total number of months in the
Performance Period.
(d) NORMAL RETIREMENT. The service vesting requirement set forth under Section
3(a)(i)(1) of this Agreement shall be waived upon Participant's "Normal
Retirement" (as that term is defined in the Plan) in calendar years 2009, 2010
and 2011 and Participant's award shall be entitled to vest on the Vesting Date
in the Award Amount, and payable in accordance with Section 7 hereof, provided
the performance vesting requirements set forth at Section 3(a)(i)(2) and (3) are
met; except, however, if Participant's "Normal Retirement" occurs in calendar
year 2008, the amount that shall vest on the Vesting Date will be pro rated by
multiplying the Award Amount by the fraction, the numerator of which is the
actual number of full months the Participant worked in calendar year 2008 prior
to the effective date of Participant's "Normal Retirement" (including credit for
the full month of January 2008) and the denominator of which is forty-eight
(48), representing the total number of months in the Performance Period.
(e) ACCELERATED VESTING - CHANGE IN CONTROL OR SALE.
(i) PARTICIPANT IS AN EMPLOYEE OF F.N.B. CORPORATION OR FIRST
NATIONAL BANK OF PENNSYLVANIA ("BANK"). In the event a "Change
in Control" (as defined in the Plan) of F.N.B. Corporation or
the Bank occurs, prior to the Vesting Date and the Participant
has remained continuously employed by F.N.B. Corporation, or
the Bank or non-bank affiliate since the Grant Date, the
Target Amount shall immediately vest and be payable in
accordance with Section 7 hereof.
(ii) PARTICIPANT IS AN EMPLOYEE OF NON-BANK AFFILIATE. In the case
where Participant is employed by a non-bank affiliate or
subsidiary of F.N.B., and the Participant has remained
continuously employed by the non-bank affiliate or subsidiary,
or by the Bank or by F.N.B., the Participant shall be entitled
to immediate vesting of not less than the pro rata amount of
the Target Amount for the number of full months of the
Performance Period (Participant shall be credited with working
the full month of January 2008) the Participant worked before
the effective date of the sale of all or substantially all of
the common stock or assets (a "Sale") of the non-bank
affiliate
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that occurs prior to the Vesting Date. The amount of
Participant's Target Amount that shall vest under this
Agreement upon the Sale of the non-bank affiliate which
employs Participant shall be calculated by multiplying the
Target Amount by the fraction, the numerator of which is the
number of full months the Participant worked in the
Performance Period up to the Sale date, and the denominator of
which is forty-eight (48), representing the total number of
months in the Performance Period.
(iii) TERMINATION OF EMPLOYMENT WHILE CHANGE IN CONTROL PENDING. For
purposes of this Agreement, the termination of the
Participant's employment following execution of a definitive
agreement contemplating a "Change in Control" of F.N.B. or the
Bank, without "Cause" (as defined in the Plan), prior to the
consummation date of the "Change in Control" or such Sale,
shall immediately result in full vesting at the Target Amount.
In the event the Participant is an employee of a non-bank
affiliate or subsidiary of F.N.B. and such Participant's
employment is terminated without "Cause" while a Sale of such
non-bank affiliate or subsidiary is pending, then the
restricted stock units shall vest in a pro rata amount for
each full month up to the effective date of the Sale.
SECTION 5. RESTRICTIONS. The Restricted Stock Units shall be subject to the
following restrictions:
(a) RESTRICTIONS ON TRANSFER. The restricted stock units may not be
sold, assigned, transferred, encumbered, hypothecated or pledged by the
Participant, other than to F.N.B. as a result of forfeiture of the units as
provided herein and except by beneficiary designation, will or by laws of
descent and distribution upon the Participant's death.
(b) NO VOTING RIGHTS. The restricted stock units granted pursuant to
this Agreement, whether or not vested, will not confer any voting rights upon
the Participant, unless and until the restricted stock units are paid to
Participant in shares of F.N.B. common stock.
(c) RESTRICTED STOCK UNITS SUBJECT TO THE PLANS. The restricted stock
units awarded under the Agreement are subject to the terms of the Plan. In the
event of a conflict or ambiguity between any term or provision contained herein
and a term or provision of the Plan, the Plan will govern and prevail.
SECTION 6. DIVIDEND EQUIVALENTS. Any dividend paid in cash on the shares of the
F.N.B. common stock between the Grant Date and the date the Award Amount is paid
to Participant under Section 7 hereof shall not be paid currently, but subject
to the vesting requirements described herein, shall be converted into additional
restricted stock units and delivered to Participant in accordance with Section 7
hereof. Any restricted stock units resulting from the conversion of these
dividend amounts ("Dividend Units") will be considered restricted stock units
for purposes of this Agreement and will be subject to all the terms, conditions
and restrictions set forth herein. The Dividend Units shall be made in whole
and/or fractional restricted stock units and shall be based on the "Fair Market
Value" (as defined in the Plan) of the shares of F.N.B. common stock on the date
of payment of any such dividend. All Dividend Units shall be subject to the same
vesting requirements applicable to previously held restricted stock units in
respect of which they were credited and shall be payable in accordance with
Section 7 of this Agreement.
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SECTION 7. PAYMENT OF VESTED RESTRICTED STOCK UNITS. Payment of Vested
Restricted Stock Units shall be made within thirty (30) days of the Vesting Date
following satisfaction of the Vesting Requirements or within thirty (30) days of
an accelerated vesting event described in Section 3 herein. The Restricted Stock
Units shall be paid in shares of F.N.B. common stock, after deduction of
applicable minimum statutory withholding taxes as determined by F.N.B.
SECTION 8. ADJUSTMENTS AND SIGNIFICANT EVENTS.
(a) ADJUSTMENTS. The Committee shall have the authority to make
equitable adjustments to the restricted stock units in recognition of unusual or
non-recurring events affecting F.N.B. or the financial statements of F.N.B. in
response to changes in applicable laws or regulations, or to account for items
of gain, loss or expense determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to the disposal of a segment of a business
or related to a change in accounting principles. Additionally, the restricted
stock units awarded under this Agreement shall be subject to the provisions of
Section 2.6 of the Plan relating to adjustments for changes in corporate
capitalization.
(b) SIGNIFICANT EVENTS. In accordance with the terms of the Plan the
Committee may determine the occurrence of a "significant event" which the
Committee expects to have a substantial effect on the measurement of F.N.B.'s
ROATE Performance Goal or F.N.B.'s EPS Growth specified in this Agreement and
therefore, the Committee has sole discretion to establish a revised F.N.B. ROATE
or F.N.B. EPS Growth measurement or other performance measurement as it shall
deem necessary and equitable for purposes of maintaining the objective of the
Award Amount award contemplated by this Agreement. Such modification of the
performance measurement specified in this Agreement by the Committee shall
ensure that the F.N.B.'s ROATE Performance Goal or F.N.B. on Peer Institutions'
EPS Growth or measurement thereof, or establishment of new performance
measurements shall in no event be detrimental to the Participant and shall be
consistent with any adjustment to the Company's capital structure during the
Performance Period. Such "significant events" contemplated herein may include,
but not be limited to, capital raises, stock splits, stock buybacks, sale of
business units, business restructuring charges, merger related costs,
non-recurring activities, and other comparable events.
SECTION 9. NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall confer upon
the Participant any right to continue as an employee of F.N.B. nor interfere in
any way with the right of F.N.B. to terminate the Participant's employment at
any time or to change the terms and conditions of such employment.
SECTION 10. PARTICIPANT BOUND BY PLAN. The Participant hereby acknowledges
receipt of an e-mail from the Company which includes attachments containing
copies of (a) the Plan and (b) the Prospectus relating to the Plan in connection
with the registration of F.N.B. common stock under the Securities Act of 1933,
as amended, and the Participant agrees to be bound by all the terms and
provisions thereof. The Participant may receive a free hard copy of these Plan
prospectus documents by requesting a copy from the Company Human Resources
Department. To the extent of any inconsistency between the terms of this
Agreement and the terms of the Plan, the latter shall govern. All capitalized
terms used herein and not defined herein shall have the meanings ascribed to
such terms in the Plan.
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SECTION 11. 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 Participant 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.
SECTION 12. 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
Participant and the Company agree that all such disputes shall be fully and
finally resolved by binding arbitration conducted 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 Participant
acknowledges that by accepting this arbitration provision he/she 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.
SECTION 13. 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 Unit
Award Agreement to be executed on its behalf by its authorized officer and the
Participant has executed this Restricted Stock Unit Award Agreement, both as of
the day and year first above written.
F.N.B. CORPORATION
BY:
--------------------------
STEPHEN GURGOVITS
--------------------------
[PARTICIPANT'S NAME]
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SCHEDULE 1
LTIP - 2008 PEER GROUP
TICKER COMPANY STATE
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SRCE 1St Source Corp Indiana
AMFI Amcore Financial Inc Illinois
CBC Capitol Bancorp Ltd Michigan
CHFC Chemical Financial Corp Michigan
CRBC Citizens Republic Bancorp Michigan
CBSH Commerce Bancshares Inc Missouri
CBU Community Bank System Inc. New York
FCF First Commonwlth Finl Cp Pennsylvania
FFBC First Finl Bancorp Inc Ohio
FRME First Merchants Corp Indiana
FMBI First Midwest Bncorp Inc. Illinois
FMER FirstMerit Corp Ohio
FULT Fulton Financial Corp Pennsylvania
HNBC Harleysville Natl Corp Pennsylvania
HTLF Heartland Financial Usa Inc Iowa
IBCP Independent Bank Corp Michigan
IFC Irwin Financial Corp Indiana
MBFI MB Financial Inc Illinois
NBTB N B T Bancorp Inc New York
NPBC National Penn Bancshares Inc. Pennsylvania
ONB Old National Bancorp Indiana
PRK Park National Corp Ohio
PVTB Privatebancorp Inc Illinois
PBKS Provident Bankshares Corp Maryland
STBA S & T Bancorp Inc Pennsylvania
SBNY Signature Bank New York
SNBC Sun Bancorp Inc New Jersey
SUSQ Susquehanna Bancshares Inc Pennsylvania
TAYC Taylor Capital Group Inc Illinois
TCB TCF Financial Corp Michigan
UMBF UMB Financial Corp Missouri
UBSI United Bankshares Inc West Virginia
VLY Valley National Bancorp New Jersey
WSBC Wesbanco Inc West Virginia
WL Wilmington Trust Corp Delaware
WTFC Wintrust Financial Corp Illinois
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