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Exhibit 10.3
FORM
OF BUSINESS RETENTION AND DEVELOPMENT AGREEMENT BETWEEN F.N.B.
CORPORATION AND WILLIAM C. SONNTAG
BUSINESS RETENTION AND DEVELOPMENT
AGREEMENT
This Business Retention and Development
Agreement ("Agreement") made this ____
day of _______________, 2004, by and
between F.N.B. Corporation and William
Sonntag ("Sonntag") provides as
follows:
WITNESSETH
WHEREAS, F.N.B. Corporation (F.N.B.
Corporation and subsidiaries are
collectively referred to as the
"Corporation") contemplates the consummation of
an Agreement and Plan of Merger ("Merger")
between Corporation and Slippery Rock
Financial Corporation (Slippery Rock
Financial Corporation and subsidiaries are
collectively referred to as "Slippery
Rock"); and
WHEREAS, the Corporation desires to assure
itself of the benefits of Sonntag's
community relations, customer knowledge and
customer contacts; and
WHEREAS, Sonntag is willing to provide his
expertise in those areas under the
terms of this Agreement.
NOW, THEREFORE, in consideration of the
mutual premises set forth in this
Agreement and intending to be legally
bound, the parties agree as follows:
1. RECITALS.
The parties incorporate the above recitals
by reference.
2. SCOPE OF WORK.
Sonntag shall provide the following
services for the Corporation following the
Merger:
(1) Assist in
identifying, developing and generating new business
for the Corporation;
(2) Assist in
the retention of existing customers of Slippery Rock
as customers of the Corporation;
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(3) Serve as a
liaison between the Corporation and the former
market areas of Slippery Rock and its customers; and
(4) Represent
the Corporation in connection with community affairs
and community development outreach initiatives.
3. WORK SCHEDULE.
Sonntag shall set his own working hours and
Sonntag shall be free to devote time
to any other enterprise without the
approval or consent of the Corporation
except as restricted by Non-Competition
Agreement between the Corporation and
Sonntag dated __________, 2004.
4. COMPENSATION.
4.01 The Corporation shall pay Sonntag
_________ annually in twenty-four (24)
equal
installments on the 1st and 15th of each month.
4.02 Any costs associated with
Sonntag's work, including telephone, postage,
equipment
and supplies will be at the sole expense of Sonntag unless
otherwise
agreed in advance by the Corporation. Sonntag may bill the
Corporation for all expenses previously approved such as travel
and
overnight
accommodations.
5. TAXES AND
WITHHOLDING.
5.01 The parties expressly understand,
acknowledge and agree that Sonntag is
not an
employee of the Corporation and accordingly, the Corporation
will
not treat Sonntag, as
an employee for federal, state or local tax
purposes.
Sonntag understands and agrees that the Corporation shall make
no
withholding or deduction of federal, state or local income tax,
federal
unemployment tax or payments under the Federal Insurance
Contributions Act
(social
security or medicare taxes) on his behalf. The parties
acknowledge
and agree
that Sonntag is individually responsible for the payment of any
and all
such taxes.
5.02 In the event the Corporation is
held to be liable for any withholding
taxes
associated with Sonntag's compensation under this Agreement,
Sonntag
agrees to
indemnify, defend and hold harmless the Corporation for all
such
withholding payments made or payable by the Corporation on
Sonntag's
behalf.
6. BENEFITS.
Sonntag understands he is not an employee
of the Corporation and thus is not
entitled to any benefits provided by the
Corporation to its employees or to the
employees of its affiliates or
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subsidiaries, including, but not limited
to, group health and life insurance,
pension plan benefits and similar
benefits.
7. CONFIDENTIAL
INFORMATION.
7.01 Sonntag may not disclose and shall
not use for his ow
