RESTRICTED STOCK AGREEMENT (Pursuant to 2007 Incentive Compensation Plan)
Exhibit 10.1
F.N.B. CORPORATION
RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)
(Pursuant to 2007 Incentive Compensation Plan)
This Restricted Stock Award Agreement (the “Agreement”) is made and entered into effective as
of September 16, 2009 (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the
“Company”), and Xxxxxxx X. Xxxxxxxxx (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 21,605 shares of Stock (the “Shares”). The award of the Shares covers the service
period for the full number of months between January 1, 2009 and January 16, 2012 (the “Vesting
Period”).
2. Terms and Conditions. The award of Shares to the Employee is subject to the
following terms and conditions:
(a) Vesting and Forfeiture. Except for accelerated vesting of the Shares which
may occur pursuant to Section 2(b), (c) and (d) of this Agreement, the Employee shall be
entitled to immediate vesting effective on the date the Employee resigns or his employment
is terminated without “Cause” or on the date of the termination of Employee’s Amended and
Restated Consulting Agreement dated June 18, 2008, as amended (“Consulting Agreement”) of
not less than the pro rata amount of the Shares (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”) for the number of full months of the period between
Award Date and January 16, 2012 (“Vesting Date”) during which Employee remained continuously
employed by the Company until the actual date on which Employee ceased to be employed by the
Corporation or ceased to continuously provide services under the Employee’s Consulting
Agreement. The number of Shares that shall vest under this Agreement 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 effective date of his resignation,
or termination without “Cause” and denominator of which is thirty-
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six (36), representing the
total number of months in the Vesting Period, less the full number of full months of the
Vesting Period prior to the Award Date.
(b) Accelerated Vesting — Change in Control or Sale. In the event a
“Change in Control,” as defined in the Plan, or a sale of substantially all of the common
stock or assets of the
Bank to an unaffiliated person or entity (“Sale”), occurs prior to the Vesting Date and the
Employee remains continuously employed by the Company until the actual date of the “Change
in Control” or Employee continuously provides services to the Company or the Bank pursuant
to Employee’s Consulting Agreement then 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.
(c) Termination Following Execution of “Change in Control” Agreement. For
purposes of this Agreement the termination of the Employee’s employment without “Cause” or
termination of the Consulting Agreement following execution of a definitive agreement
contemplating a “Change in Control” of the Company or the Sale of the Bank prior to the
consummation date of the “Change in Control” shall result in the full vesting of the Shares
on the consummation date of a “Change in Control.”
(d) Termination of Employment; Forfeiture or Acceleration of Shares.
Upon the effective date of the termination of Employee’s employment with the Company or the
Bank, 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. |
(e) 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. On
the Vesting Date 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.
(f) 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
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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.
(g) 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.
(h) 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 employer to terminate
his/her employment at any time.
(i) 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.
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6. Notices. Any notice hereunder to the Company shall be addressed to it at its
office, Attention: F.N.B. Corporation, 0000 Xxxxxxxx Xxxx., Xxxxxxxxx, Xxxxxxxxxxxx 00000, c/o
Human Resources Department, and any notice hereunder to the Employee shall be addressed to him/her
at his/her address provided to the 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
by the American Arbitration Association (“AAA”) in Xxxxxx 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: | ||||||
| Xxxxxxx X. Xxxxxxxxx | ||||||
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