Exhibit (10)Q
FNB CORPORATION
2006 INCENTIVE STOCK PLAN
STOCK AWARD AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
Granted {DATE 1}
This Stock Award Agreement is entered into as of {DATE 1} pursuant to
Article X of the FNB Corporation 2006 Incentive Stock Plan (the "Plan") and
evidences the grant, and the terms and conditions pertaining thereto, of
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 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. 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.
3. Voting, Dividends, and Other Ownership Rights. The Participant shall
have full ownership rights with respect to the Award Shares on and
after the Award Date.
4. 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.
5. Compliance with Securities Laws. The Company covenants that it has in
effect an effective registration statement with the Securities and
Exchange Commission covering the Shares of Stock of the Company, which
are the subject of and are issued pursuant to this Agreement, except
where there is an applicable exemption from registration of such
Shares.
6. 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.
7. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Virginia.
8. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives
of the respective parties.
9. 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}
