Exhibit (10)D
FNB Corporation
Form of Incentive Stock Option Agreement
For Employee
Granted {AWARD DATE}
This Incentive Stock Option Agreement evidences the grant of an Incentive
Stock Option to {NAME} (the "Employee") pursuant to Article 6 of the FNB
Corporation 2000 Incentive Stock Plan (the "Plan"). This Agreement also
describes the terms and conditions of the Option evidenced by this Agreement.
1. Grant of Options. In consideration of the services rendered to FNB
Corporation (the "Company") and/or its Subsidiaries by the Employee,
the Company hereby grants to the Employee an option to purchase all or
any part of a total of {NUMBER} shares of the Company's Common Stock at
a price of ${PRICE}per share ("Option Price"). This Option is granted
as of {AWARD DATE} ("Award Date"). This Option is granted pursuant to
the Plan and is subject to the terms thereof.
2. Term.
(a) Normal Term. The term of this Option is 10 years, until {TERM
DATE}, provided, however, that this Option may be terminated
earlier as provided below.
(b) Early Termination. This Option will terminate upon any of the
following events:
(i) Death. This Option will terminate one year after the death
of the Employee who dies while employed by the Company or
one of its Subsidiaries.
(ii) Disability. This Option will terminate one year after the
Employee's employment with the Company or one of its
Subsidiaries terminates on account of the Employee's
disability (within the meaning of Section 37(e)(3) of the
Internal Revenue Code).
(iii) Retirement. This Option will terminate one year after the
Employee's retirement from employment with the Company or
one of its Subsidiaries at or after age 65.
(iv) Termination of Employment. (1) This Option will terminate
on the date the Employee's employment with the Company or
one of its Subsidiaries (A) is terminated at his employer's
instigation for "cause," or (B) is terminated by the
Employee for any reason other than death, disability or
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retirement. (2) This Option will terminate three months
after the Employee's employment with the Company or one of
its Subsidiaries is terminated at his employer's instigation
for reasons other than for "cause." For purposes of this
paragraph "cause" shall mean continued neglect of duty,
willful and material misconduct in connection with the
performance of the Employee's duties and obligations, and
any other conduct of the Employee involving moral turpitude,
commission of a crime or habitual drunkenness of drug abuse,
that would make retention of the Employee in his position
with his employer prejudicial to its best interests.
3. Exercise.
(a) Exercisability. This Option is first exercisable, in whole or in
part, from and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii) below,
(1) one-quarter of the total number of shares awarded under
this Agreement shall be first exercisable on the first
anniversary of the Award Date, (2) the second one-quarter of
the total number of shares awarded under this Agreement
shall be first exercisable on the second anniversary of the
Award Date, (3) the third one-quarter of the total number of
shares awarded under this Agreement shall be first
exercisable on the third anniversary of the Award Date, and
(4) the final one-quarter of the total number of shares
awarded under this Agreement shall be first exercisable on
the fourth anniversary of the Award Date.
(ii) If a Change-in-Control (as defined in the Plan) occurs after
the Award Date, before the expiration date of this Option
and while the Employee is an employee of the Company or any
of its Subsidiaries, this Option may first be exercised (to
the extent not already exercisable), in whole or in part,
after the date such Change-in-Control occurs.
(b) By Whom Exercisable. During the Employee's lifetime, only the
Employee may exercise this Option. If the Employee dies prior to
the expiration date of this Option, without having exercised this
Option as to all of the shares covered thereby, this Option may be
exercised, to the extent of the shares with respect to which this
Option could have been exercised on the date of the Employee's
death, by the estate or a person who acquired the right to
exercise this Option by bequest or inheritance or by reason of the
death of the Employee.
(c) Exercise. This Option shall be exercised by delivery on any
business day to the Company of a Notice of Exercise in the form
attached to this Agreement accompanied by payment of the Option
Price as provided in Paragraph 4 and payment in full, to the
extent required by Paragraph 10, of the amount of any tax the
Company is required to withhold as a result of such exercise.
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4. Payment of Option Price. The Option Price will be payable in full upon
exercise of this Option to purchase shares, and such Option Price may
be paid either in cash, or in shares of the Corporation's Common Stock
which have been held by the Employee for more than six months (which
shall be valued for such purpose at the mean between the high and low
sales price of such Common Stock as published in The Wall Street
Journal for the date of exercise or, if not traded on the date of
exercise, on the most recent day on which the stock was traded
preceding the date of exercise), or in a combination of cash and such
Common Stock. Payment hereunder may not otherwise be made by cashless
exercise.
5. Transferability. This Option may not be transferred by the Employee,
except upon the Employee's death by will or by the laws of descent and
distribution.
6. 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 Common Stock
of the Company which are the subject of this Agreement at all times
during which this Option is exercisable and there is no applicable
exemption from registration of such shares; provided, however, that
this Option 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.
7. 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 options, and to
require of any person exercising this Option, 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.
8. Capital Adjustments. The number of shares of Common Stock covered by
this Option, and the Option Price 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.
9. Rights as a Shareholder. The Employee, or a transferee of this Option,
shall have no rights as a shareholder with respect to any shares
subject to this Option until the date of the exercise of this Option
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 8 hereof.
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10. 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 Option. The
Employee 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. The Employee is authorized to deliver shares
of the Company's Common Stock in satisfaction of minimum statutorily
required tax withholding obligations (whether or not such shares have
been held for more than six months and including shares to be acquired
as a result of the exercise of the option).
11. Prohibition against Pledge, Attachment, etc. Except as otherwise
provided herein, this Option, 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.
12. Intended to be an Incentive Stock Option. This Option is intended to
qualify as an incentive stock option within the meaning of Section
422(b) of the Internal Revenue Code, and the provisions hereof shall be
construed consistent with that intent. While it is intended that this
Option be treated as an incentive stock option within the meaning of
Section 422(b) of the Internal Revenue Code, the Company does not
guarantee such treatment. If or to the extent, for any reason, this
Option is not treated as an incentive stock option within the meaning
of Section 422(b) of the Internal Revenue Code, this Option shall
nevertheless continue to otherwise be fully effective according to its
terms and the applicable terms of the Plan and shall be regarded as a
Non-Qualified Stock Option under the Plan.
13. Disqualifying Disposition of Stock Issued on Exercise of Incentive
Stock Option. If the Employee makes a "disposition" (within the
meaning of Section 424(c) of the Internal Revenue Code) of shares of
Common Stock issued upon exercise of this Option within two years from
the Award Date or within one year from the date the shares of Common
Stock are transferred to the Employee, the Employee agrees, within ten
days of disposition, to notify the Committee in order that any income
realized as a result of such disposition can be properly reported by
the Company or one of its Subsidiaries on IRS forms W-2 or 1099.
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.
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To evidence their agreement to the terms and conditions of this Option, the
Company and the Employee have signed this Agreement as of the date first
above written.
FNB CORPORATION By:___________________________________
Its:___________________________________
EMPLOYEE: _______________________________________
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