Exhibit (10)C
FNB Corporation
Form of Restricted Stock Agreement
For Employee
Granted {AWARD DATE}
This Restricted Stock Agreement is entered into as of {AWARD DATE} pursuant
to Article 8 of the FNB Corporation 2000 Incentive Stock Plan (the "Plan")
and evidences the grant, and the terms, conditions, and restrictions (as
defined in the Plan) pertaining thereto, of Restricted Stock (as defined in
the Plan) to {NAME} (the "Employee").
WHEREAS, the Company maintains the Plan under which the Committee (as defined
in the Plan) may, among other things, award shares of the Company's common
stock (the "Common Stock") to such key employees of the Company and its
Subsidiaries as the Committee may determine, subject to terms, conditions,
and restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee has awarded to the Employee a
restricted stock award conditioned upon the execution by the Company and the
Employee of a Restricted Stock Agreement setting forth all the terms and
conditions applicable to such award;
NOW THEREFORE, in consideration of the benefits which the Company expects to
be derived from the services rendered to it and its Subsidiaries by the
Employee and of the covenants contained herein, the parties hereby agree as
follows:
1. Award of Shares. Under the terms of the Plan, the Committee has
awarded to the Employee a restricted stock award as of {AWARD DATE}
("Award Date"), covering {NUMBER} shares of Common Stock (the "Award
Shares") subject to the terms, conditions, and restrictions set forth
in this Agreement.
2. Period of Restriction.
(a) Subject to earlier vesting or forfeiture as hereinafter provided,
the period of restriction (the "Period of Restriction") applicable
to the Award Shares is as follows: (1) one year from the Award
Date with respect to 20% of the Award Shares, (2) two years from
the Award Date with respect to the second 20% of the Award Shares,
(3) three years from the Award Date with respect to the third 20%
of the Award Shares, (4) four years from the Award Date with
respect to the fourth 20% of the Award Shares, and (5) five years
from the Award Date with respect to the fifth and final 20% of the
Award Shares.
(b) Notwithstanding any other provision of this Agreement to the
contrary, in the event of a "Change in Control" of the Company as
defined in the Plan, any remaining restrictions applicable to any
of the Award Shares shall automatically terminate and the Award
Shares shall be free of restrictions and freely transferable.
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(c) Except as contemplated in Section 2(b) or 6, the Award Shares may
not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws
of descent and distribution, during the Period of Restriction.
Except as otherwise provided pursuant to Section 2(b) or 6, the
applicable portion of the Award Shares shall become freely
transferable by the Employee after the last day of its Period of
Restriction.
3. Stock Registration. The Award Shares shall be registered on the
Company's stock transfer books in the name of the Company for the
Employee until such time as the Period of Restriction lapses.
4. Voting Rights. During the Period of Restriction, Employee may exercise
full voting rights with respect to the Award Shares.
5. Dividends and Other Distributions. During the Period of Restriction,
Employee shall be entitled to receive currently all dividends and other
distributions paid with respect to the Award (other than dividends or
distributions are paid in shares of Common Stock). If any such
dividends or distributions are paid in shares of Common Stock, such
shares shall be registered in the name of the Company for the Employee
as provided in Section 3 and such shares shall be subject to the same
restrictions on transferability as the Award Shares with respect to
which they were paid.
6. Termination of Employment.
(a) If Employee's employment with the Company or its Subsidiaries is
terminated due to death or permanent and total disability, any
remaining Period of Restriction applicable to the Award Shares
shall automatically terminate and the Award Shares shall be free
of restrictions and freely transferable.
(b) If Employee's employment with the Company or its Subsidiaries is
terminated due to Employee's retirement from employment with the
Company or one of its Subsidiaries at or after age 65 during the
Period of Restriction, the restrictions applicable to the Award
Shares shall automatically terminate and the Award Shares shall be
free of restrictions and freely transferable.
(c) If Employee's employment with the Company or its Subsidiaries is
terminated for any reason other than those set forth in Sections
6(a) and (b) above during the Period of Restriction, any Award
Shares still subject to restrictions at the date of such
termination shall be automatically forfeited to the Company;
provided, however, that, if Employee's employment is terminated
involuntarily by the Company, the Committee may, in its sole
discretion, waive the automatic forfeiture of any or all Award
Shares and/or may add such new restrictions to the Award Shares as
it deems appropriate.
7. Employment. Nothing under the Plan or in this Agreement shall confer
upon Employee any right to continue in the employ of the Company or its
Subsidiaries or in any way affect the Company's right to terminate
Employee's employment without prior notice at any time for any or no
reason.
8. Withholding Taxes. The Company shall have the right to retain and
withhold the amount of taxes required by any government to be withheld
or otherwise deducted and paid with respect to the Award Shares. At
its discretion, the Committee may require the Employee to reimburse the
Company for any such taxes required to be withheld by the Company and
to withhold any distribution in whole or in part until the Company is
so reimbursed. In lieu thereof, the Company shall have the right to
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withhold from any other cash amounts due to or to become due from the
Company to the Employee an amount equal to such taxes required to be
withheld by the Company to reimburse the Company for any such taxes or
to retain and withhold a number of shares having a market value not
less than the amount of such taxes and cancel any such shares so
withheld in order to reimburse the Company for any such taxes.
9. Administration. The Committee shall have full authority and discretion
(subject only to the express provisions of the Plan) to decide all
matters relating to the administration and interpretation of the Plan
and this Agreement. All such Committee determinations shall be final,
conclusive, and binding upon the Company and the Employee.
10. Notices. Any notice to the Company required under or relating to this
Agreement shall be in writing and addressed to:
FNB Corporation
000 Xxxxx Xxxxx
P. O. Xxx 000
Xxxxxxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Secretary
Any notice to the Employee required under or relating to this Agreement
shall be in writing and addressed to the Employee at his address as it
appears on the records of the Company.
11. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Virginia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives of
the respective parties.
13. Entire Agreement. This Agreement contains the entire understanding of
the parties and shall not be modified or amended except in writing
signed by the parties.
14. Severability. The various provisions of this Agreement are severable
in their entirety. Any determination of invalidity or unenforceability
of any one provision shall have no effect on the continuing force and
effect of the remaining provisions.
15. 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, conditions and restrictions, the
Company and the Employee have signed this Agreement as of the date first
above written.
FNB CORPORATION By:________________________________________
Its:________________________________________
EMPLOYEE: ____________________________________________
{NAME}
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