Exhibit 10.15
EXECUTIVE EMPLOYMENT AND SEVERENCE AGREEMENT
THIS AGREEMENT is made on the 13th day of June, 2001 between F.N.B.
CORPORATION (the "Corporation"), a Florida corporation with its Florida office
at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxx 000, Xxxxxx, XX, and XXXX X. XXXX (the
"Executive"), residing at 000 00xx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx.
WHEREAS, the Corporation desires to employ the Executive as its Chief
Executive Officer under the terms and conditions set forth herein; and
WHEREAS, the Executive desires to serve the Corporation in an executive
capacity under the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and intending to be legally bound hereby, the parties agree as
follows:
1. TERM OF EMPLOYMENT. The Corporation employs the Executive and the
Executive accepts employment with the Corporation for a five year period
beginning June 13, 2001. The term of this Agreement will automatically renew
each anniversary date unless written notice is provided as stipulated under
Section 9, Subsection (d), Termination. (For example, the initial contract
period is June 13, 2001 through June 12, 2006. On June 13, 2002, the term of
this Agreement extends to June 12, 2007, unless the parties provide written
notice of their intent not to renew the agreement term, as stipulated in
Section 9, Subsection (d).)
This agreement will continue to automatically renew itself each year
until June 12, 2007, at which point the agreement will begin to expire over the
remaining term concluding June 12, 2012.
2. POSITION AND DUTIES. The Executive shall serve as the Chief
Executive Officer of the Corporation reporting only to the Board of Directors of
the Corporation, and shall have supervision and control over, and responsibility
for, the general management and operation of the Corporation, and shall have
such other powers and duties as may from time to time be prescribed by the Board
of Directors of the Corporation, provided that such duties are consistent with
the Executive's position as the Chief Executive Officer in charge of the general
management of the Corporation.
Further, the Corporation will have the Executive stand for election by
shareholders to its Board of Directors.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote
substantially all his working time, ability and attention to the business of the
Corporation during the term of this Agreement. The Executive shall notify the
Board of Directors of the Corporation in writing before the Executive engages in
any other business or commercial activities, duties or pursuits, including, but
not limited to, directorships of other companies. Under no circumstances may the
Executive engage in any business or commercial activities, duties or pursuits
which compete with the business or commercial activities of the Corporation, nor
may the Executive serve as a director or officer or in any other capacity in a
company which competes with the Corporation.
4. COMPENSATION.
(a) Annual Direct Salary. As compensation for services rendered the
Corporation under this Agreement, the Executive shall be entitled to receive
from the Corporation an annual direct salary of not less than $460,000 per year,
(the "Annual Direct Salary") payable in substantially equal monthly
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installments (or such other more frequent intervals as may be determined by the
Board of Directors of the Corporation as payroll policy for senior executive
officers) prorated for any partial employment period. The Annual Direct Salary
shall be reviewed by the Board of Directors on each anniversary of this
Agreement and shall be adjusted in accordance with the prevailing market value
of the position and the current pay increase practice of the Corporation.
In no event shall the Annual Direct Salary be decreased without the
expressed written consent of the Executive.
(b) Incentive Compensation. The Board of Directors shall establish an
incentive compensation opportunity for the Executive under the Corporation's
Executive Incentive Compensation Plan (EICP) for its' management personnel and
other key contributors. The EICP shall provide an incentive pay opportunity
consistent with the practices of similar organizations in rewarding their senior
executives. The incentive award will be paid to the Executive within ninety (90)
days following the end of the fiscal year if the financial and business goals of
the Corporation are met for that year. As part of the EICP, the Executive may
receive payment of less than the full yearly bonus in the event some but not all
of the financial and business goals of the Corporation are met for the year in
question. If performance exceeds the agreed upon goals for the fiscal year, the
Executive will receive payment in an amount greater than defined for meeting
goals.
In addition to the annual incentive compensation opportunity under the
EICP, the Executive will be eligible to participate in any other incentive
plans, including stock option, stock bonus, cash, profit-sharing or similar
plans, which the Corporation may make available to other F.N.B. Corporation
executives.
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5. FRINGE BENEFITS, VACATION TIME, EXPENSES, AND PERQUISITES.
(a) Employee Benefit Plans. The Executive shall be entitled to
participate in or receive benefits under all Corporate employment benefit plans,
including, but not limited to any pension, profit-sharing plan, savings plan,
medical or health-and-accident plan or arrangement made available by the
Corporation to its executives and key management employees, subject to and on a
basis consistent with terms, conditions and overall administration of such plans
and arrangements. The Executive shall also be entitled to the following
benefits, at minimum:
(i) Long-term Disability Income Protection. In the event the
Executive becomes disabled, the Corporation will continue to compensate the
Executive at a rate equal to 70% of the Executive's salary at the time of the
disability and most recent bonus received prior to the disability for the
duration of the disability period or age 65, whichever occurs first. The
corporation may choose to secure insurance policies for this obligation and the
Executive will submit to any examinations required to secure such insurance
coverage.
(ii) Executive Retirement Income Plan. The Executive shall be
entitled to continue participation in the F.N.B. Corporation Basic Retirement
Plan (the "BRP"). The Executive's "Target Benefit Percentage" under the BRP
shall be 70%, if the Executive terminates employment prior to attainment of age
62, 73.5% at age 63, 77% at age 64 and 80% at age 65. In recognition of the
fact that the Executive does not participate in a "Primary Qualified Plan," as
defined in the BRP, the following definitions shall apply to the Executive with
respect to his participation in the BRP and shall be incorporated as part of the
BRP:
(A) "Early Retirement Date" is the date on which the
Participant attains age 55 and has completed 10 years of service with the
Corporation, including all service with Southwest Banks, Inc. prior to its
acquisition by the Corporation.
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(B) "Normal Retirement Date" is the date on which the
Participant attains age 62.
Further, the BRP shall not provide for the offset of any benefit
payable to the Executive thereunder by the value of any split-dollar or other
life insurance policy on the life of the Executive which policy was purchased
or paid for by the Corporation.
Should the Executive's employment be terminated, other than
for Cause, as defined infra, by the Corporation during the term of this
Agreement, the Executive's benefit under the BRP shall be calculated as if the
Executive remained employed by the Corporation until the expiration of the term
of this Agreement.
(iii) Life Insurance. The Corporation shall maintain and continue
to fund annually for the Executive split-dollar life insurance policy number
13614637 issued by Northwestern Mutual Life Insurance Company with a death
benefit equal $2,610,000. The Executive, or a valid trust established by the
Executive, will own the policy and the Executive will be liable for income taxes
due annually on the reported income resulting from the Corporation's payment of
annual premiums. The Corporation shall pay premiums for the policy until the
Executive's attainment of age 62. The Corporation maintains an ownership
interest in the policy equal to the amount of accumulated premiums paid by the
Corporation, plus xxxxxxxxx xxxxx benefits, if any, which ownership interest
will be secured by a collateral assignment of the policy filed with the insurer.
In the event of a Change of Control or permanent disability
resulting in the termination of the Executive's employment with the Corporation,
the Corporation or its successor shall, as soon as administratively feasible
after the Change of Control or permanent disability, establish a Rabbi Trust to
which the Corporation or its successor shall contribute a lump sum amount
sufficient to fund premiums on the policy until the Executive attains the age of
62.
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(b) Vacation Time Allowances. The Executive shall be entitled to the
number of paid vacation days in each calendar year determined by the Corporation
from time to time for its senior executive officers, but not less than four (4)
weeks in any calendar year (prorated in any calendar year during which the
Executive is employed hereunder for less than the entire such year in accordance
with the number of days in such calendar year during which he is so employed).
The Executive shall also be entitled to all paid holidays given by the
Corporation to its senior executive officers.
(c) Business Expense Reimbursement. During the term of his employment
hereunder, the Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by him (in accordance with the policies and
procedures established by the Board of Directors of the Corporation for its
senior executive officers) in performing services hereunder, provided that the
Executive properly accounts therefore in accordance with Corporate policy.
(d) Use of Corporation-provided Automobile. During the term of
employment hereunder, the Corporation will purchase or lease an appropriate
luxury vehicle agreeable to the Executive for the Executive's use in business
and personal travel. The Corporation will secure appropriate liability insurance
on the vehicle and pay all normal and reasonable operating expenses associated
with the use of the vehicle.
The Executive will report personal use of the vehicle each year in
compliance with Internal Revenue Service requirements and will be liable for
personal use costs, which will be grossed up for all appropriate taxes.
(e) Additionally, the Executive shall be entitled to receive such other
perquisites, e.g. club memberships, including initiation and equity fees
(grossed up for all appropriate taxes) and fringe benefits as the Board of
Directors of the Corporation deems appropriate in its sole direction.
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(f) Nothing paid to the Executive under any benefit plan or
arrangement shall be deemed to be in lieu of compensation to the Executive
hereunder.
6. INDEMNIFICATION. The Corporation shall indemnify the Executive, to
the fullest extent permitted by Florida law, with respect to any threatened,
pending or completed action, suit or proceeding, brought against him by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another person or entity. To the fullest
extent permitted by Florida law, the Corporation shall in advance of final
disposition pay any and all expenses incurred by Executive in connection with
any threatened, pending or completed action, suit or proceeding with respect to
which Executive may be entitled to indemnification hereunder. Executive's right
to indemnification provided herein is not exclusive of any other rights of
indemnification to which Executive may be entitled under any bylaw, agreement,
vote of shareholders or otherwise, and shall continue beyond the term of this
Agreement. The Corporation shall use its best efforts to obtain insurance
coverage for the Executive under an insurance policy covering officers and
directors of the Corporation against lawsuits, arbitrations or other
proceedings, however, nothing herein shall be construed to require the
Corporation to obtain such insurance if the Board of Directors of the
Corporation determine that such coverage cannot be obtained at a commercially
reasonable price.
7. UNAUTHORIZED DISCLOSURE. During the period of his employment
hereunder, or at any later time, the Executive shall not, without the written
consent of the Board of Directors of the Corporation or a person authorized
thereby, knowingly disclose to any person, other than an employee of the
Corporation or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the Executive of his duties as
an executive of the Corporation, any material
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confidential information obtained by him while in the employ of the Corporation
with respect to any of the Corporation's services, products, improvements,
formulas, designs or styles, processes, customers, methods of distribution or
any business practices the disclosure of which he knows will be materially
damaging to the Corporation; provided, however, that confidential information
shall not include any information known generally to the public (other than as a
result of authorized disclosure by the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by the Corporation.
8. RESTRICTIVE COVENANT.
(a) Noncompetition Agreement. The Executive covenants and agrees as
follows: the Executive shall not directly or indirectly, within the marketing
area of the Corporation (defined as communities within one hundred miles of the
Executive's principal assigned work location where the Corporation has an
established, active market presence) enter into or engage generally in direct or
indirect competition with the Corporation in the business of banking or any
banking related business, either as an individual on his own or as a partner or
joint venturer, or as a director, officer, shareholder (except as an incidental
shareholder), employee or agent for any person, for a period of two years after
the date of voluntary termination of his employment, or termination of
employment for Cause pursuant to paragraph 9(c) of this Agreement. The existence
of any immaterial claim or cause of action of the Executive against the
Corporation, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Corporation of this covenant. The
Executive agrees that any breach of the restrictions set forth in this paragraph
will result in irreparable injury to the Corporation for which it shall have no
adequate remedy at law and the Corporation shall be entitled to injunctive
relief in order to enforce the provisions hereof. In the event that this
paragraph shall be determined by any court of
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competent jurisdiction to be unenforceable in part by reason of it being too
great a period of time or covering too great a geographical area, it shall be in
full force and effect as to that period of time or geographical area determined
to be reasonable by the court.
Noncompetition restrictions in this paragraph are null in the event or
any termination of employment related to a Change of Control in the ownership of
the Corporation.
(b) Return of Materials. Upon termination of employment with the
Corporation, the Executive shall promptly deliver to the Corporation all
correspondence, manuals, letters, notes, notebooks, reports and any other
documents or tangible items containing or constituting confidential information
about the business of the Corporation.
(c) Nonsolicitation of Employees. The Executive agrees not to entice or
solicit, directly or indirectly, any employee of the Corporation to leave the
employ of the Corporation to work with the Executive or the entity with which
the Executive has affiliated for a period of two years following the Executive's
termination of employment with the Corporation. The Executive agrees that any
breach of the restrictions set forth in this paragraph will result in
irreparable injury to the Corporation for which it shall have no meaningful
remedy in law and the Corporation shall be entitled to injunctive relief in
order to enforce the provisions hereof. Upon obtaining such injunction, the
Corporation may pursue reimbursement from the Executive and/or the Executive's
employer of costs incurred in securing a qualified replacement for the employee
enticed away from the Corporation by the Executive. Further, the Corporation may
seek reimbursement from the Executive of severance payments made to the
Executive by the Corporation following termination of employment with the
Corporation.
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9. TERMINATION.
(a) The Executive's employment hereunder shall terminate upon his
death.
(b) If the Executive becomes permanently disabled, this Agreement may
be terminated at the election of the Company upon a determination by the Board
of Directors of the Company, with concurrence from the Executive's personal
physician and physicians appointed by the Company, that the Executive will be
unable, by reason of physical or mental incapacity, to perform the reasonably
expected duties assigned to him pursuant to this Agreement for a period longer
than six consecutive months or more than nine months in any consecutive
twelve-month period. The Board of Directors shall give due consideration to,
among such other factors as it deems appropriate to the best interests of the
Company, the opinion of the Executive's personal physician or physicians and the
opinion of any physician or physicians selected by the Board of Directors for
these purposes. The Executive shall submit to examination by any physician or
physicians so selected by the Board of Directors, and shall otherwise cooperate
with the Board of Directors in making the determination contemplated hereunder
(such cooperation to include, without limitation, consenting to the release of
information by any such physician(s) to the Board of Directors). Such
termination shall be without prejudice to any right the Executive has under (1)
the disability insurance program referred to in paragraphs 5 (a)(i), (2) life
insurance premiums referred to in paragraph 5(a)(iii) and (3) health insurance
coverage comparable to the coverage provided from time to time for key executive
officers of F.N.B., unless and until the Executive shall have accepted other
employment in which health insurance coverage is available to him at the cost of
his new employer.
(c) The Corporation may terminate the Executive's employment hereunder
for Cause. The occurrence of any of the following events or circumstances shall
constitute "cause" for termination, at the election of the Board of Directors of
the Company, of the term of employment of the Executive under this Agreement, to
wit:
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(i) the Executive shall voluntarily resign as a director, officer or
employee of the Company or any significant subsidiary without approval of the
Board of Directors of the Company for reasons other than a breach of this
Agreement in any material respect by the Company which has not been cured
within 30 calendar days after the Company's receipt of written notice of such
breach from the Executive;
(ii) the perpetration of defalcations by the Executive involving the
Company or any of its affiliates, as established by certified public accountants
employed by the Company, or willful, reckless or grossly negligent conduct of
the Executive entailing a substantial violation of any material provision of the
laws, rules, regulations or orders of any governmental agency applicable to the
Company or its subsidiaries;
(iii) the repeated and deliberate failure by the Executive, after
advance written notice to him, to comply with reasonable policies or directives
of the Board of Directors;
(iv) the Executive shall breach this Agreement in any other material
respect and fail to cure such breach within 30 calendar days after the Executive
receives written notice of such breach from the Company; or
(v) receipt of a final written directive or order of any governmental
body or entity having jurisdiction over the Corporation requiring termination or
removal of the Executive as Chief Executive Officer, President or Director of
the Corporation;
provided, however, the inability of the Executive to achieve favorable results
of operations for reasons essentially unrelated to the events or circumstances
described in paragraphs (i), (ii), (iii) and (iv) hereof shall not be deemed to
constitute proper cause for termination hereunder.
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(d) The Corporation may choose not to renew the Executive's contract,
without cause or reason. Such termination will require the Corporation to
provide the Executive with written notice of nonrenewal at least ninety (90)
days prior to the anniversary date of the Agreement. (Using notice of nonrenewal
allows the employment agreement to expire over the remaining years of the
original agreement.)
(e) The Executive may terminate his employment for Good Reason. The
term "Good Reason" shall mean (i) a reduction in the Executive's rate of
compensation as provided in Section 4 hereof and/or a reduction in total cash
compensation opportunities, e.g. annual incentive awards under the Corporation's
EICP, equity participation awards (except any reductions in compensation which
may be applied broadly among all executives because of adverse financial
conditions for the Corporation or as part of a restructuring of the
Corporation's executive compensation program), or (ii) any Change of Control (as
defined herein) for circumstances described in paragraph 10(e) of this
agreement.
10. PAYMENTS UPON TERMINATION.
(a) If the Executive's employment shall be terminated because of death
or disability, the Corporation shall pay to the Executive or the Executive's
designated beneficiary (to the Executive's estate if no beneficiary has been
designated) an amount equal to one year's full Annual Direct Salary plus any
Annual Direct Salary earned through the date of termination at the rate in
effect at the time of termination and any other amounts owing to Executive at
the date of termination The Corporation may elect to pay the Executive, or his
designated beneficiary or estate, at the end of the fiscal year in which the
termination occurred a prorated award under the Corporation's annual incentive
pay plan (EICP). Additionally, the Corporation may elect to accelerate vesting
of restricted stock, stock option and performance share awards to provide a full
or prorated compensation opportunity for the disabled Executive or the deceased
Executive's designated beneficiary or estate.
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(b) If the Executive's employment shall be terminated for Cause, the
Corporation shall pay the Executive his full Annual Direct Salary through the
date of termination at the rate in effect at the time of termination and any
other amounts owing to Executive at the date of termination, and the Corporation
shall have no further obligations to the Executive under this Agreement.
(c) If the Executive's employment is terminated by the Corporation
(other than pursuant to paragraphs 9(a) or 9(b) or 9(c) or 9(d)), then the
Corporation shall pay the Executive his full Annual Direct Salary from the date
of notice of termination for the remaining period of the agreement. In such
event, the Executive's benefit under the BRP shall be calculated as if the
Executive remained employed by the Corporation until the expiration of the term
of this Agreement.
The Corporation shall also maintain in full force and effect, for the continued
benefit of the Executive for the full salary continuation period, all employee
benefit plans and programs to which the Executive was entitled prior to the date
of termination if the Executive's continued participation is possible under the
general terms and provisions of such plans and programs. In the event that the
Executive's participation in any such plan or program is barred, the Executive
shall be entitled to receive an amount equal to the annual contribution,
payments, credits or allocations made by the Corporation to him, to his account
or on his behalf under such plans and programs from which his continued
participation is barred except that if Executive's participation in any health,
medical, life insurance, or disability plan or program is barred, the
Corporation shall obtain and pay for, on Executive's behalf, individual
insurance plans, policies or programs which provide to Executive health,
medical, life and disability insurance coverage which is equivalent to the
insurance coverage to which Executive was entitled prior to the date of
termination.
(d) If termination occurs as a result of expiration of the employment
agreement between the Executive and the Corporation, the Executive will not be
entitled to receive any severance payments or continuation of benefit coverages,
except as provided under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended ("COBRA") and any other applicable law. The Executive will be
permitted to exercise vested stock options and grants as prescribed in the
agreements covering those options and grants.
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(e) Should the Executive initiate a termination of employment because
of a reduction in compensation rate or opportunity, as described in 9(e) above,
the Executive will receive severance pay, based on his full then-current Annual
Direct Salary, and full benefits continuation for the remaining period of the
agreement. The Executive will be permitted to exercise stock options and grants
as prescribed in the agreements covering those options and grants.
(f) If, within twenty-four (24) months following a Change of Control
(as defined herein), provided Executive has not attained the age of 62, the
Corporation eliminates Executive's position and fails to offer the Executive a
comparable position within thirty (30) days, or the Executive terminates
employment due to a lessening of job responsibilities or an unacceptable
relocation (defined as more than 35 miles from the Executive's prior work site)
or for any reason during the thirteen months following the Change of Control,
then the Corporation shall make a lump-sum payment to the Executive equal to
three times the sum of his then-current Annual Direct Salary and an amount equal
to the highest annual bonus award received within the three years preceding the
year in which termination occurs. The Corporation will also maintain benefit
coverages for the Executive as specified in paragraph 10(c) above for a period
of thirty-six (36) months. All restricted stock, stock option and performance
share awards made to the Executive will become fully vested and the Executive
will have any remaining time allowed under the agreements covering those grants
to exercise available stock options. Further, the Corporation will provide to
the Executive outplacement and career counseling services as may be requested by
the Executive; such service costs not to exceed 15% of the Executive's
then-current Annual Direct Salary.
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11. GROSS-UP PROVISION. Upon the Executive's termination of employment
on account of a Change in Control or as described in Section 9(e) of this
Agreement, the Corporation will make a gross up payment to the Executive for all
applicable federal, state, and local taxes, including, but not limited to,
those taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as
amended. The amount of gross up shall be calculated assuming the highest
individual marginal tax rate.
12. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation or Executive resulting in damages to either
party, that party may recover from the party breaching the Agreement any and all
damages that may be sustained.
13. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement,
the term "Change of Control" shall mean:
(a) the acquisition of the beneficial ownership of a majority of the
Corporation's voting securities or all or substantially all of the assets of the
Corporation by a single person or entity or a group of affiliated persons or
entities, or
(b) the merger, consolidation or combination of the Corporation with an
unaffiliated corporation in which the directors of the Corporation, immediately
prior to such merger, consolidation or combination constitute less than a
majority of the Board of Directors of the surviving, new or combined entity.
14. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this
Agreement, the date of Change of Control shall mean:
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(a) the first date on which a single person and/or entity, or group of
affiliated persons and/or entities, acquire the beneficial ownership of a
majority of the Corporation's voting securities, or
(b) the date of the transfer of all or substantially all of the
Corporation's assets, or
(c) the date on which a merger, consolidation or combination is
consummated, as applicable.
15. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Xxxx X. Xxxx
000 00xx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
If to the Corporation: F.N.B. Corporation
0000 Xxxxxxxxx Xxxx Xxxxx, Xxx 000
Xxxxxx, XX 00000
Attn: Chairman of the Compensation Committee
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
16. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the Executive, the Corporation and any successor to the
Corporation.
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17. ENFORCEMENT OF SEPARATE PROVISIONS. Should provisions of this
Agreement be ruled unenforceable for any reasons, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and
effect.
18. AMENDMENT. This Agreement may be amended or cancelled only by
mutual agreement of the parties in writing without the consent of any other
person and, so long as the Executive lives, no person other than the parties
hereto, shall have any rights under or interest in this Agreement or the
subject matter hereof.
19. ARBITRATION. In the event that any disagreement or dispute shall
arise between the parties concerning this Agreement, the issue(s) will be
submitted to binding arbitration in the City of Naples, Florida pursuant to the
rules of the American Arbitration Association. Any award entered shall be final
and binding upon the parties hereto and judgment upon the award may be entered
in any court having jurisdiction thereof. Attorneys' fees and administrative
court costs associated with such actions shall be paid by the Corporation.
20. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. If the Executive dies
prior the expiration of the term of employment, any moneys that may be due him
from the Corporation under this Agreement as of the date of death shall be paid
to the executor, administrator, or other personal representative of the
Executive's estate.
21. LAW GOVERNING. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
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22. ENTIRE AGREEMENT. This Agreement supercedes any and all
agreements, either oral or in writing, between the parties with respect to the
employment by the Executive by the Corporation, and this Agreement contains all
the covenants and agreements between the parties with respect to the employment.
F.N.B. CORPORATION
ATTEST:
/s/Xxxxxxx X. Xxxxxxxx By: /s/Xxxxxxx X. Xxxxxx
---------------------------------- ----------------------------------------
Asst. Secretary Chairman of the Compensation Committee
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx By: /s/Xxxx X. Xxxx
---------------------------------- ----------------------------------------
Xxxx X. Xxxx, Executive
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