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Exhibit 10.2
FORM OF NON-COMPETITION AGREEMENT BETWEEN F.N.B. CORPORATION
AND
WILLIAM C. SONNTAG
NON-COMPETITION AGREEMENT
This Non-Competition Agreement entered into
as of this ____ day of______________
, 2004, by and between F.N.B. Corporation
("Corporation") and William Sonntag
("Sonntag").
WHEREAS, the Corporation contemplates the
consummation of a merger pursuant to
an Agreement and Plan of Merger by and
between the Corporation and Slippery Rock
Financial Corporation ("Merger"); and
WHEREAS, Sonntag is a well respected
business person in the community; and
WHEREAS, the Corporation desires to avoid
Sonntag using his expertise, community
relations and presence in the community to
cause customers to cease doing
business with the Corporation and its
subsidiaries.
NOW, THEREFORE, in consideration of the
premises and covenants contained in this
Agreement and intending to be legally bound
hereby, the parties agree as
follows:
1.
RECITALS.
The parties incorporate the foregoing
recitals by reference.
2.
RESTRICTED PERIOD.
This Agreement will commence on the later
of the date of consummation of the
Merger or approval of this Agreement by the
Office of the Comptroller of the
Currency and the Federal Deposit Insurance
Corporation, if necessary, and end
thirty-six (36) months later (the
"Restricted Period"). The Corporation shall
use commercially reasonable efforts to
obtain approvals of this Agreement by the
Office of the Comptroller of the Currency
and the Federal Deposit Insurance
Corporation, if necessary.
3.
PAYMENT.
In consideration for the non-competition
and non-solicitation provisions set
forth below, the Corporation shall pay and
provide to Sonntag __________
annually, which payment will be made in
twenty-four (24) equal installments on
the 1st and 15th of every month.
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4.
NON-COMPETITION.
4.01 For purposes of this Agreement,
reference to the term "Competitive
Enterprise" shall mean any bank holding company, finance company
or
insured
depository institution (including an institution in the
organization stage or in the process of applying for or
receiving
appropriate regulatory approval), including, without limitation,
any
federal or
state chartered bank, savings bank, savings and loan
association, credit union or other financial services provider
or
non-banking affiliate thereof offering similar services or products
as
those
offered by the Corporation to its customers.
4.02 During the Restricted Period,
Sonntag shall not:
(a)
accept a
position as director, employee, consultant, advisor or
agent of any Competitive Enterprise which is located in any
county
in which the Corporation does business during the term of this
Agreement.
(b)
acquire an
ownership interest (individually or in concert with
others) in a Competitive Enterprise whereby said ownership
interest
enables Sonntag to, directly or indirectly, in a substantial
manner,
control, direct, influence, affect or impact the operations,
services or business activities of the Competitive Enterprise in
any
county, in which the Corporation or its subsidiaries operate an
office during this Agreement.
5.
NON-SOLICITATION.
During the term of this Agreement Sonntag
shall not:
5.01 In any way, directly or
indirectly, for the purpose of selling any product
or service
that competes with a product or service offered by the
Corporation or its present subsidiaries or affiliates, solicit,
divert, or
entice:
(a)
any customer or
existing business of the Corporation, with whom
Sonntag solicited, became aware of, or transacted business with
during Sonntag's engagement by the Corporation or its
predecessors;
(b)
any potential
customer or business identified by the Corporation,
with whom Sonntag solicited, became aware of, or transacted
business
with during Sonntag's engagement by the Corporation or its
predecessors;
5.02 Employ or assist in employing any
present employee of the Corporation or
any of its
affiliates (whether or not such employment is full time or is
pursuant
to a written contract), for the purpose of having such employee
perform
services for any
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Competitive Enterprise or other organization in competition with
the
business
of the Corporation or any of its present subsidiaries or
affiliates;
5.03 In any way, directly or
indirectly, make any oral or written statement,
comments,
or other communications designed or intended to impugn,
disparage
or otherwise malign the reputation, ethics, competency,
morality
or
qualifications of the Corporation or any of its directors or
employees
or
customers.
6.
CONFIDENTIALITY.
6.01 For purposes of this Agreement,
"Proprietary Information" shall mean any
information relating to the business of the Corporation or any of
its
present
subsidiaries or affiliate
