Exhibit (10)U
FNB CORPORATION
2006 INCENTIVE STOCK PLAN
FORM OF
STOCK APPRECIATION RIGHT AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
Granted {DATE 1}
This Stock Appreciation Right Agreement evidences the grant of a Stock
Appreciation Right ("SAR") to {NAME} (the "Participant") pursuant to
Article VII of the FNB Corporation 2006 Incentive Stock Plan (the "Plan").
This Agreement also describes the terms and conditions of the SAR evidenced
by this Agreement.
1. Grant of SARs. 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 Company hereby grants to the Participant a SAR with respect to a
total of {NUMBER} Shares of the Company's Stock at a Base Value of
${BASE VALUE} per Share. This SAR is granted as of {DATE 1} ("Award
Date"). One SAR represents the right to receive the excess, if any,
of the Fair Market Value over the Base Price for one Share of Stock.
This SAR is granted pursuant to the Plan and is subject to the terms
thereof.
2. Term.
(a) Normal Term. The term of this SAR is {TERM YEARS} years, until
{DATE 2}; provided, however, that this SAR may be terminated
earlier as provided below.
(b) Early Termination. This SAR will terminate on the date the
Participant's Board Service (as defined in Paragraph 7) ceases;
provided, however that to the extent this SAR is exercisable or
becomes exercisable upon cessation of the Participant's Board
Service, this SAR will remain exercisable until {DATE 2}.
3. Exercise.
(a) Exercisability. This SAR is first exercisable, in whole or in
part, on and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii) or
(iii) below, this SAR shall become exercisable as follows:
{VESTING SCHEDULE}.
(ii) If a Change in Control occurs after the Award Date, before
the expiration date of this SAR and during the
continuation of the Participant's Board Service (as
defined in Paragraph 7), this SAR may first be exercised
(to the extent not already exercisable), in whole or in
part, after the date such Change in Control occurs.
(iii) 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, death, or total and permanent disability
(within the meaning of Section 22(e)(3) of the Internal
Revenue Code), this SAR may first be exercised (to the
extent not already exercisable), in whole or in part, on
the date of such cessation of the Participant's Board
Service (as defined in Paragraph 7).
(b) By Whom Exercisable. During the Participant's lifetime, only
the Participant may exercise this SAR. If the Participant dies
prior to the expiration date of this SAR, without having
exercised this SAR as to all of the Shares covered thereby, this
SAR may be exercised, to the extent of the Shares with respect
to which this SAR could have been exercised on the date of the
Participant's death, by the estate or a person who acquired the
right to exercise this SAR by bequest or inheritance or by
reason of the death of the Participant.
(c) Exercise. This SAR shall be exercised by delivery on any
business day to the Company of a Notice of Exercise in the form
attached to this Agreement and payment in full, to the extent
required by Paragraph 12, of the amount of any tax the Company
is required to withhold as a result of such exercise.
4. Settlement of Exercised SAR. On exercise of a SAR, the Participant
shall be entitled to receive, without any payment to the Company
(other than required tax withholding amounts), the SAR Value of the
exercised SARs, which is an amount equal to the product obtained by
multiplying (i) the number of Shares with respect to which the SAR is
exercised by (ii) an amount equal to the excess of (A) the Stock's
Fair Market Value per Share on the date of exercise of the SAR over
(B) the Base Value per Share of the SAR. The SAR Value shall be
settled by (i) the issuance of that number of whole Share(s) of Stock
(rounded down to the next whole Share) determined by dividing (A) the
applicable SAR Value by (B) the Stock's Fair Market Value per Share on
the date of exercise and (ii) the payment of cash in lieu of any
fractional Share. The stock certificate(s) for the Shares issued upon
exercise of the SAR 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.
5. Transferability. This SAR may not be transferred by the Participant,
except upon the Participant's death by will or by the laws of descent
and distribution.
6. Forfeiture. This SAR shall be forfeited if it is not exercisable at
the time of the Participant's cessation of Board Service (as defined
in Paragraph 7) if such cessation occurs for any reason other than
Participant's retirement from Board Service in accordance with any
applicable Company policy on mandatory or permissive retirement,
death, or total and permanent disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code).
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. 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 SAR is exercisable and there
is no applicable exemption from registration of such Shares; provided,
however, that this SAR 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.
9. 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 SARs, and to
require of any person exercising this SAR, 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. All such Committee determinations shall be
final, conclusive, and binding upon the Company and the Participant.
10. Capital Adjustments. The number of Shares of Stock covered by this
SAR, and the Base Value 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 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.
11. Rights as a Shareholder. The Participant, or a transferee of this
SAR, shall have no rights as a shareholder with respect to any Shares
subject to this SAR until the date of the exercise of this SAR 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 10 hereof.
12. 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 SAR. The
Participant 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. 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 on the date of exercise 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.
13. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Virginia.
14. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives
of the respective parties.
15. Prohibition Against Pledge, Attachment, etc. Except as otherwise
provided herein, this SAR, 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.
16. 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 SAR, the
Company and the Participant have signed this Agreement as of the date first
above written.
FNB CORPORATION By:________________________________
Its:_______________________________
PARTICIPANT: ___________________________________
{NAME}
NOTICE OF EXERCISE
FNB Corporation
000 Xxxxx Xxxxx
Xxxxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Secretary
I hereby exercise the following number of my SARs granted to me pursuant to
that certain Stock Appreciation Right Agreement dated {DATE 1} (the " SAR
Agreement") awarded under the FNB Corporation 2006 Incentive Stock Plan (the
"Plan"), subject to all of the terms and conditions of the said SAR Agreement
and the Plan referred to therein, and hereby notify you of my election to
receive Shares of Stock of FNB Corporation, a Virginia corporation (the
"Company"), represented by such SARs from the award therein as indicated below.
Number of SARs Exercised -
If this Notice of Exercise involves fewer than all of the SARs that are subject
to the said SAR Agreement, I retain the right to exercise my rights with
respect to the balance of the SARs, all in accordance with the terms of the
said SAR Agreement.
Subject to any satisfaction of tax withholding pursuant to the next paragraph,
I hereby authorize the Company (and any of its Subsidiaries) to withhold from
my Board compensation or any other pay from the Company (and any of its
Subsidiaries) the applicable minimum amount of any taxes required by law or the
said SAR Agreement to be withheld as a result of this exercise.
[ ] [Check only if desired] I request that the Company withhold from the
Shares of Stock otherwise to be issued to me in connection with this exercise
a sufficient number of Shares of Stock having a value (based on the Stock's
Fair Market Value on the date of exercise) needed to satisfy the payment of
[ ] all or [ ] $________ of the applicable minimum amount of any taxes
required by law and the said SAR Agreement to be withheld as a result of this
exercise.
My current address and my Social Security Number are as follows:
Address: ______________________________________________
________________________________________________________
Social Security Number: _______________________________
Date: _______________ _______________________________
{NAME}
