Exhibit (10)W
FNB CORPORATION
2006 INCENTIVE STOCK PLAN
FORM OF
RESTRICTED STOCK AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
Granted {DATE 1}
This Restricted Stock Agreement is entered into as of {DATE 1} pursuant to
Article VIII of the FNB Corporation 2006 Incentive Stock Plan (the "Plan")
and evidences the grant, and the terms, conditions and restrictions
pertaining thereto, of Restricted Stock awarded to {NAME} (the
"Participant").
1. Award of Shares. In consideration of the services rendered to FNB
Corporation (the "Company") and/or its Subsidiaries by the Participant
as a member of the Board of Directors of the Company or a Subsidiary,
the Committee hereby grants to the Participant a Restricted Stock
Award as of {DATE 1} ("Award Date"), covering {NUMBER} Shares of the
Company's Stock (the "Award Shares") subject to the terms, conditions,
and restrictions set forth in this Agreement. This Award is granted
pursuant to the Plan and is subject to the terms thereof.
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:
{VESTING SCHEDULE}.
(b) Notwithstanding any other provision of this Agreement to the
contrary, if a Change in Control occurs after the Award Date and
during the continuation of the Participant's Board Service (as
defined in Paragraph 7), the Period of Restriction shall end and
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.
(c) Except as otherwise provided pursuant to Paragraph 2(b) or 6,
the applicable portion of the Award Shares shall become freely
transferable by the Participant after the last day of its Period
of Restriction.
3. Stock Certificates. The stock certificate(s) for the Award Shares
shall be registered on the Company's stock transfer books in the name
of the Participant in book entry or electronic form or in certificated
form as determined by the Committee. If issued in certificated form,
physical possession of the stock certificate(s) shall be retained by
the Company until such time as the Period of Restriction lapses.
Any Award Shares issued in book entry or electronic form shall be
subject to the following legend, and any certificate(s) evidencing the
Award Shares shall bear the following legend, during the Period of
Restriction:
The sale or other transfer of the Shares of Stock represented by
this certificate, whether voluntary, involuntary, or by operation
of law, is subject to certain restrictions on transfer set forth
in the FNB Corporation 2006 Incentive Stock Plan, in the rules and
administrative procedures adopted pursuant to such Plan, and in a
Restricted Stock Agreement dated {DATE 1}. A copy of the Plan,
such rules and procedures, and such Restricted Stock Agreement may
be obtained from the Secretary of FNB Corporation.
4. Voting Rights. During the Period of Restriction, the Participant may
exercise full voting rights with respect to the Award Shares.
5. Dividends and Other Distributions. During the Period of Restriction,
the Participant shall be entitled to receive currently all dividends
and other distributions paid with respect to the Award Shares (other
than dividends or distributions which are paid in Shares of Stock).
If, during the Period of Restriction, any such dividends or
distributions are paid in Shares of Stock, such Shares shall be
registered in the name of the Participant and, if issued in
certificate form, deposited with the Company as provided in
Paragraph 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. Board Service and Forfeiture.
(a) If the Participant's Board Service (as defined in Paragraph 7)
ceases due to the Participant's death or permanent and total
disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code), 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 the Participant's Board Service (as defined in Paragraph 7)
ceases as a result of the Participant's retirement from Board
Service in accordance with any applicable Company policy on
mandatory or permissive, early or normal retirement as in effect
at the date of such retirement 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 the Participant's Board Service (as defined in Paragraph 7)
ceases for any reason other than those set forth in
Paragraphs 6(a) and (b) above during the Period of Restriction,
any Award Shares still subject to restrictions at the date of
such cessation of Board Service shall be automatically forfeited
to the Company; provided, however, that, if Participant's Board
Service ceases at the request of the Board, 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. Board Service.
(a) For purposes hereof, "Board Service" means membership on the
Board of Directors of the Company or a Subsidiary and includes
subsequent service as an Employee, if any, as provided in this
paragraph. Notwithstanding any contrary provision or
implication herein, in determining cessation of Board Service
for purposes hereof, transfers between the Boards of Directors
of the Company and/or any Subsidiary shall be disregarded and
shall not be considered a cessation of Board Service, and
changes in status between that of an Employee and a Non-Employee
Director shall be disregarded and shall not be considered a
cessation of Board Service.
(b) Nothing under the Plan or in this Agreement shall confer upon
the Participant any right to continue Board Service or in any
way affect any right of the Company to terminate the
Participant's Board Service 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 Participant to reimburse
the Company for any such taxes required to be withheld by the Company
and may withhold any distribution in whole or in part until the
Company is so reimbursed. In lieu thereof, the Company shall have the
right to withhold from any other cash amounts due to or to become due
from the Company to the Participant 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 of Stock
having a Fair 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. 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 Stock of the
Company, which are the subject of and may be issued pursuant to this
Agreement, at all times during which this Award is outstanding and
there is no applicable exemption from registration of such Shares.
10. Administration. 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 Awards, and to require of
any person receiving Stock pursuant to this Award, at the time of such
receipt, 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. All such Committee determinations shall be
final, conclusive, and binding upon the Company and the Participant.
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. Prohibition Against Pledge, Attachment, etc. Except as otherwise
provided herein, during the Period of Restriction, the Award Shares,
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.
14. 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 Participant have signed this Agreement as of the date first
above written.
FNB CORPORATION By:________________________________
Its:_______________________________
PARTICIPANT: ___________________________________
{NAME}
