FNB Corp \Va\ Sample Contracts

FORM OF STOCK APPRECIATION RIGHT AGREEMENT FOR EMPLOYEE
FNB Corp \Va\ • June 1st, 2006 • National commercial banks • Virginia
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FORM OF INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEE
Incentive Stock Option Agreement • June 1st, 2006 • FNB Corp \Va\ • National commercial banks • Virginia
FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTOR
Restricted Stock Agreement • June 1st, 2006 • FNB Corp \Va\ • National commercial banks • Virginia
WITNESSETH:
Employment Agreement • March 15th, 2005 • FNB Corp \Va\ • National commercial banks • Virginia
FNB CORPORATION 2006 INCENTIVE STOCK PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTOR
Restricted Stock Unit Agreement • June 1st, 2006 • FNB Corp \Va\ • National commercial banks • Virginia
FNB CORPORATION 2006 INCENTIVE STOCK PLAN STOCK AWARD AGREEMENT FOR EMPLOYEE
Stock Award Agreement • May 15th, 2006 • FNB Corp \Va\ • National commercial banks • Virginia
WITNESSETH:
Consulting and Noncompetition Agreement • May 7th, 2007 • FNB Corp \Va\ • National commercial banks • Virginia
STOCK OPTION AGREEMENT
Stock Option Agreement • July 30th, 2007 • FNB Corp \Va\ • National commercial banks • Virginia

THIS STOCK OPTION AGREEMENT (the “Agreement”), dated as of July 26, 2007, between VIRGINIA FINANCIAL GROUP, INC., a Virginia corporation (“Issuer”), and FNB CORPORATION, a Virginia corporation (“Grantee”).

BETWEEN
Agreement and Plan of Merger • April 30th, 2003 • FNB Corp \Va\ • National commercial banks • Virginia
FORM OF RESTRICTED STOCK AGREEMENT FOR EMPLOYEE
FNB Corp \Va\ • June 1st, 2006 • National commercial banks • Virginia
Exhibit # (10)C CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 12th, 1997 • FNB Corp \Va\ • National commercial banks • Virginia
RECITALS
Change in Control Agreement • August 30th, 2006 • FNB Corp \Va\ • National commercial banks • Virginia
Change in Control Agreement
Change in Control Agreement • July 31st, 2006 • FNB Corp \Va\ • National commercial banks • Virginia

THIS AGREEMENT, made and entered into this 27th day of July, 2006, by and between FNB CORPORATION (hereinafter referred to as “FNB”), a bank holding company, with its principal office located at 105 Arbor Drive, Christiansburg, Virginia, organized and existing under the laws of the Commonwealth of Virginia, which owns all of the outstanding stock of First National Bank, and Gregory W. Feldmann whose mailing address is [mailing address] (sometimes hereinafter referred to as “Employee”).

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RECITALS
Purchase and Assumption Agreement • November 3rd, 2000 • FNB Corp \Va\ • National commercial banks • North Carolina
FNB CORPORATION 2006 INCENTIVE STOCK PLAN FORM OF STOCK PAYMENT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTOR Granted {DATE 1}
FNB Corp \Va\ • June 1st, 2006 • National commercial banks • Virginia
AND
Agreement and Plan of Merger • August 14th, 2001 • FNB Corp \Va\ • National commercial banks • Virginia
BETWEEN CNB HOLDINGS, INC.
Agreement and Plan of Merger • August 10th, 2000 • FNB Corp \Va\ • National commercial banks • Virginia
RECITALS
Change in Control Agreement • January 29th, 2007 • FNB Corp \Va\ • National commercial banks • Virginia
WITNESSETH:
Change in Control Agreement • May 9th, 2000 • FNB Corp \Va\ • National commercial banks • Virginia
AGREEMENT AND PLAN OF REORGANIZATION between VIRGINIA FINANCIAL GROUP, INC. and FNB CORPORATION
Agreement and Plan of Reorganization • July 30th, 2007 • FNB Corp \Va\ • National commercial banks • Virginia

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 26, 2007, between VIRGINIA FINANCIAL GROUP, INC., a Virginia corporation (“VFG”), and FNB CORPORATION, a Virginia corporation (“FNB”).

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