1
EXHIBIT 10.2
AGREEMENT
THIS AGREEMENT is entered into as of the 2nd day of February, 1996, by and
among Southwest Banks, Inc., a Florida corporation (the "Company"), FNB
Corporation, a Pennsylvania corporation ("FNB"), and certain officers of the
Company who are signatories to this Agreement (the "Officers").
W I T N E S S E T H:
WHEREAS, each of the Officers has entered into an employment agreement with
the Company (collectively, the "Employment Agreements") which provides, among
other things, for certain payments to such officers in the event of a change in
control of the Company (as defined in the Employment Agreements); and
WHEREAS, the Officers are holders of certain options to purchase common
stock of the Company (the "Options") granted pursuant to the Company's 1988
Incentive Stock Option Plan and represented by option agreements between such
Officer and the Company (the "Option Agreements"); and
WHEREAS, certain provisions of the Employment Agreements and the Option
Agreements would be affected by the consummation of the terms of a proposed
Agreement and Plan of Merger among the Company, FNB and a wholly-owned
subsidiary of FNB (the "Merger Agreement") pursuant to which FNB would acquire
the Company (the "Merger"); and
WHEREAS, the parties hereto desire to amend the Employment agreements to
clarify the effect of the change of control provisions thereof with respect to
the Merger and to make certain additional agreements;
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties covenant and agree as follows:
1. No Change in Control. The Officers hereby agree to waive the
provisions of paragraph 10(a) of the Employment Agreements with respect to the
Merger, with the intended effect that, neither the approval and execution of the
Merger Agreement nor the consummation of the transactions contemplated thereby
shall constitute a "Change in Control" as such term is defined in the Employment
Agreements, or otherwise give rise to any rights of acceleration, payment or
other special rights under the Employment Agreements.
2. Treatment of Options. If at any time following consummation of the
proposed Merger, the employment of any of the Officers is terminated for any
reason, other than death, whether by the Officer, the Company or FNB, then upon
such termination the terminated Officer shall be entitled to receive common
stock of FNB in an amount equal in value to the excess of the fair market value
of FNB common stock on the date of termination over the per share exercise price
of the Options, multiplied by the number of shares of common stock subject to
such Options (whether or not then fully exercisable). The fair market value of
the FNB common stock shall be equal to the higher of (i) the closing price (or
the average of the closing bid and asked prices if no closing price is
available) on any nationally recognized securities exchange or automated
quotation system on which FNB's shares may be listed or quoted, or (ii) the
value as determined by the Board of Directors of FNB if there is no organized
trading market for the shares at the time such determination is made. For
purposes of this paragraph 2, and notwithstanding any provisions to the contrary
in the Employment Agreements, FNB agrees to provide 60 days notice prior to
terminating any Officer. Any payment made pursuant to this paragraph 2 shall be
in lieu of any payment that would otherwise be payable under Section 11(b) of
the Employment Agreements as such section relates to payments due under Section
10(b) of the Employment Agreements.
3. Future Change in Control of FNB. Following consummation of the
proposed Merger, if a Change in Control (as defined in the Employment
Agreements) shall occur with respect to FNB, FNB shall comply with all Change in
Control provisions of the Employment Agreements as originally written and as if
such agreements had been made directly between FNB and the Officers; provided,
however, that any payments
2
made pursuant to paragraph 2 of this Agreement shall be in lieu of payments made
pursuant to Section 10(b) of the Employment Agreements.
4. Binding Effect. This Agreement shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective legal
representatives, successors and permitted assigns.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed on
its behalf as of the date first stated above. This Agreement may be executed in
two or more counterparts, all of which taken together shall constitute one
instrument.
"COMPANY" "OFFICERS"
SOUTHWEST BANKS, INC.
/s/ XXXX X. XXXX
By: /s/ XXXXX XXXXXX --------------------------
------------------------ Xxxx X. Xxxx
Title: Senior Vice President &
Chief Financial Officer
/s/ XXXXXXX X. XXXXXXX
--------------------------
Xxxxxxx X. Xxxxxxx
"FNB"
/s/ XXXXX X. XXXXX
FNB CORPORATION --------------------------
Xxxxx X. Xxxxx
By: /s/ XXXXX XXXXXXXXX
------------------------ /s/ XXXXX X. XXXXXXXX
Its: Chairman and President --------------------------
Xxxxx X. Xxxxxxxx
/s/ X.X. XXXXXXX
---------------------------
X.X. Xxxxxxx
/s/ XXXXX X. XXXXXXXXX
---------------------------
Xxxxx X. Xxxxxxxxx
/s/ XXXXXX XXXXX
---------------------------
Xxxxxx Xxxxx
2
