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Exhibit 10.12.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Entered into on and as of December 22 , 1995 by and between XXXX X. XXXX
(the "Executive"), and F.N.B. CORPORATION (the "Company").
WHEREAS, the Executive and the Company are parties to an Employment
Agreement dated as of July 27, 1995 (the "Agreement"); and
WHEREAS, the Board of Directors of the Company desires to amend the
Agreement in order to assure the Executive's continuing services under
circumstances in which there is a possible, threatened or actual change of
control of the Company and to diminish the distraction of the Executive by
virtue of personal risks and uncertainties inevitably caused by such
circumstances;
WHEREAS, the Executive and the Company desire to reaffirm all the other
terms and provisions of the Agreement;
NOW, THEREFORE, intending to be legally bound, the Executive and the
Company covenant and agree that:
1. The following section entitled "Merger or Consolidation" is hereby
added to the Agreement to read in its entirety as follows:
Section 10A. MERGER OR CONSOLIDATION.
In the event of the merger or consolidation of the Company with
another corporation, and as a result of such merger or consolidation, the
shareholders of the Company as of the day preceding such transaction will
own less than 51% of the outstanding voting securities of the surviving
corporation, or in the event that there is (in a single transaction or
series of related transactions) a sale or exchange of 80% or more of the
Common Stock of the Company for securities of another entity in which
shareholders of the Company will own less than 51% of such entity's
outstanding voting securities, or in the event of the sale by the Company
of a substantial portion of its assets to an unrelated third party, the
Executive shall have the right, at his sole option, to terminate his
employment under this Agreement upon 30 days' advance written notice,
provided such written notice shall have been delivered to the Company
during the period beginning upon public announcement of the subject
transaction and ending not more than 60 days after the effective date of
such transaction. The Executive shall thereupon be entitled to receive from
the Company a cash bonus (the "Cash Bonus") whose "present value" (as
defined in paragraph (4) of subsection (d) of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code")) on the closing date of such
transaction is equal to two hundred percent (200%) of the Executive's "base
amount" (as defined in paragraph (3) of subsection (b) of said subsection
(b) of said Section 280G). (Said present value of the Cash Bonus is
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hereinafter referred to as the "Initial Present Value".) The Cash Bonus
shall be paid as follows: an amount equal to one-third (1/3) of the
Initial Present Value shall be paid on the effective date of the
termination of his employment hereunder; an additional amount whose present
value on the said closing date under Section 280G(d)(4) was one-third of
the Initial Present Value shall be paid on the last day of the sixth month
following such effective date; and a final amount whose present value on
the said closing date under Section 280G(d)(4) was equal to one-third of
the Initial Present Value shall be paid on the last day of the twelfth
month following such effective date. If the Executive does not elect to
terminate this Agreement as aforesaid, then this Agreement shall remain in
effect and be assigned and transferred to the Company's successor in
interest as an asset of the Company, and the Company shall cause such
assignee to assume the Company's obligations hereunder; and in such event
the Executive hereby confirms his agreement to continue to perform his
duties and obligations according to the terms and conditions hereof for
such assignee or transferee of this Agreement. It is understood and
agreed, however, that the scope of the Executive's services under Section 2
of this Agreement shall be appropriately modified, at the election of such
successor, to cover the segment of such successor's enterprise represented
by the Company's assets and operations at the time of such aforementioned
transaction.
2. The parties hereby reaffirm all other terms and provisions of the
Agreement, which shall remain in full force and effect as amended hereby.
WITNESS the due execution and delivery hereof as of the date first above
written.
WITNESS: EXECUTIVE
/s/ XXXXX X. XXXXX /s/ XXXX X. XXXX
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Xxxx X. Xxxx
ATTEST: F.N.B. CORPORATION
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXXX
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Secretary Chairman of the Compensation
Committee of the Board of
Directors
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