Exhibit (10)B
FNB Corporation
Form of Non-Qualified Stock Option Agreement
For Non-Employee Director
Granted {AWARD DATE}
This Non-Qualified Stock Option Agreement evidences the grant of a Non-
Qualified Stock Option ("Option") to {NAME} (the "Director") pursuant to
Section 9.1 of the FNB Corporation 2000 Incentive Stock Plan (the "Plan").
This Agreement also describes the terms and conditions of the Option
evidenced by this Agreement.
1. Grant of Options. In consideration of the services rendered to FNB
Corporation (the "Company") and/or its Subsidiaries by the Director as
a member of the Board of Directors, the Company hereby grants to the
Director an option to purchase all or any part of a total of {NUMBER}
shares of the Company's Common Stock at a price of ${PRICE} per share
("Option Price"). This Option is granted as of {AWARD DATE} ("Award
Date"). This Option is granted pursuant to the Plan and is subject to
the terms thereof.
2. Term.
(a) Normal Term. The term of this Option is 10 years, until {TERM
DATE}, provided, however, that this Option may be terminated
earlier as provided below.
(b) Early Termination. This Option will terminate on the date the
Director's membership on the Board of Directors of the Company or
its Subsidiaries ceases; provided, however that to the extent this
Option is exercisable or becomes exercisable upon the Employee's
cessation of membership on the Board, this Option will remain
exercisable until {TERM DATE}.
3. Exercise.
(a) Exercisability. This Option is first exercisable, in whole or in
part, from and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii) or
(iii) below, (1) one-quarter of the total number of shares
awarded under this Agreement shall be first exercisable on
the first anniversary of the Award Date, (2) the second
one-quarter of the total number of shares awarded under this
Agreement shall be first exercisable on the second
anniversary of the Award Date, (3) the third one-quarter of
the total number of shares awarded under this Agreement shall
be first exercisable on the third anniversary of the Award
Date, and (4) the final one-quarter of the total number of
shares awarded under this Agreement shall be first
exercisable on the fourth anniversary of the Award Date.
(ii) If a Change-in-Control (as defined in the Plan) occurs after
the Award Date, before the expiration date of this Option and
while the Director is a member of the Board of Directors of
the Company or any of its Subsidiaries, this Option may first
be exercised (to the extent not already exercisable), in
whole or in part, after the date such Change-in-Control
occurs.
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(iii) If the Director's membership on the Board of Directors of the
Company ceases as a result of the Director's retirement from
Board service in accordance with any Company policy on
mandatory or permissive retirement for directors, death, or
total and permanent disability (within the meaning of Section
37(e)(3) of the Internal Revenue Code), this Option may first
be exercised (to the extent not already exercisable), in
whole or in part, on the date of such cessation of membership
on the Board.
(b) By Whom Exercisable. During the Director's lifetime, only the
Director may exercise this Option. If the Director dies prior to
the expiration date of this Option, without having exercised this
Option as to all of the shares covered thereby, this Option may be
exercised, to the extent of the shares with respect to which this
Option could have been exercised on the date of the Director's
death, by the estate or a person who acquired the right to
exercise this Option by bequest or inheritance or by reason of the
death of the Director.
(c) Exercise. This Option shall be exercised by delivery on any
business day to the Company of a Notice of Exercise in the form
attached to this Agreement accompanied by payment of the Option
Price as provided in Paragraph 4 and payment in full, to the
extent required by Paragraph 10, of the amount of any tax the
Company is required to withhold as a result of such exercise.
4. Payment of Option Price. The Option Price will be payable in full upon
exercise of this Option to purchase shares, and such Option Price may
be paid either in cash, or in shares of the Corporation's Common Stock
(which shall be valued for such purpose at the mean between the high
and low sales price of such Common Stock as published in The Wall
Street Journal for the date of exercise or, if not traded on the date
of exercise, on the most recent day on which the stock was traded
preceding the date of exercise), or in a combination of cash and Common
Stock. Payment hereunder may also be made in accordance with any
broker-assisted cashless exercise procedures approved by the Company
and as in effect from time to time.
5. Transferability. This Option may not be transferred by the Director,
except upon the Director's death by will or by the laws of descent and
distribution.
6. Compliance with Securities Laws. The Company covenants that it will
attempt to maintain an effective registration statement with the
Securities and Exchange Commission covering the shares of Common Stock
of the Company which are the subject of this Agreement at all times
during which this Option is exercisable and there is no applicable
exemption from registration of such shares; provided, however, that
this Option shall not be exercisable for stock at any time if its
exercise would cause the Company to be in violation of any applicable
provisions of the federal or state securities law.
7. Administration of Plan. The Plan is administered by a Committee
appointed by the Company's Board of Directors. The Committee has the
authority to construe and interpret the Plan, to make rules of general
application relating to the Plan, to amend outstanding options, and to
require of any person exercising this Option, at the time of such
exercise, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee
shall, in its discretion, deem necessary or advisable by reason of the
securities laws of the United States or any State, or the execution of
any paper or the payment of any sum of money in respect of taxes or the
undertaking to pay or have paid any such sum that the Committee shall
in its discretion, deem necessary by reason of the Internal Revenue
Code or any rule or regulation thereunder, or by reason of the tax laws
of any State.
8. Capital Adjustments. The number of shares of Common Stock covered by
this Option, and the Option Price thereof, will be subject to an
appropriate and equitable adjustment, as determined by the Committee,
to reflect any stock dividend, stock split or share combination, and
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will be subject to such adjustment as the Committee may deem
appropriate to reflect any exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation or the
like, of or by the Company.
9. Rights as a Shareholder. The Director, or a transferee of this Option,
shall have no rights as a shareholder with respect to any shares
subject to this Option until the date of the exercise of this Option
for such shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
date of such exercise, except as provided in Paragraph 8 hereof.
10. Withholding Taxes. The Company, or one of its Subsidiaries, shall have
the right to withhold any Federal, state or local taxes required to be
withheld by law with respect to the exercise of this Option. The
Director will be required to pay the Company, as appropriate, the
amount of any such taxes which the Company, or one of its Subsidiaries,
is required to withhold.
11. Prohibition against Pledge, Attachment, etc. Except as otherwise
provided herein, this Option, and the rights and privileges conferred
hereby, shall not be transferred, assigned, pledged or hypothecated in
any way and shall not be subject to execution, attachment or similar
process.
12. Not Intended to be an Incentive Stock Option. This Option is not
intended to qualify as an incentive stock option within the meaning of
Section 422(b) of the Internal Revenue Code, and the provisions hereof
shall be construed consistent with that intent.
13. Capitalized Terms. Capitalized terms in this Agreement have the
meaning assigned to them in the Plan, unless this Agreement provides,
or the context requires, otherwise.
To evidence their agreement to the terms and conditions of this Option, the
Company and the Director have signed this Agreement as of the date first
above written.
FNB CORPORATION By:___________________________________
Its:___________________________________
DIRECTOR: _______________________________________
{NAME}
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