Common use of Participant is an Employee of Non-Bank Affiliate Clause in Contracts

Participant is an Employee of Non-Bank Affiliate. If prior to the Vesting Date, the 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 on the date of the sale of all or substantially all of the common stock or assets (“Sale”) of the non-bank affiliate 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 months of January, February and March 2010) the Participant was employed before the effective date of the Sale of the non-bank affiliate. 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, (Participant shall be credited with working the full months of January, February and March 2010), and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.

Participant is an Employee of Non-Bank Affiliate. If prior to the Vesting Date, the 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 on the date of the sale of all or substantially all of the common stock or assets (“Sale”) of the non-bank affiliate 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 months of January, February and March 20102009) the Participant was employed before the effective date of the Sale of the non-bank affiliate. 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, (Participant shall be credited with working the full months of January, February and March 20102009), and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period.

Participant is an Employee of Non-Bank Affiliate. If prior to the Vesting Date, the 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 on the date of the sale of all or substantially all of the common stock or assets (“Sale”) of the non-bank affiliate 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 since the full months of January, February and March 2010) Grant Date that the Participant was employed before the effective date of the Sale of the non-bank affiliate, less the number of full months of the Performance Period prior to the Grant 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 since the Grant Date up to the Sale date, (Participant shall be credited with working the full months of January, February and March 2010), and the denominator of which is forty-eight (48), representing the total number of months in the Performance Period, less the number of full months of the Performance Period prior to the Grant Date.