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Exhibit 10.2
F.N.B. CORPORATION
PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT
(PURSUANT TO 2007 INCENTIVE COMPENSATION PLAN)
This Performance Restricted Stock Award Agreement (the
"Agreement") is made
and entered into as of July 18, 2007 (the "Award Date") between
F.N.B.
CORPORATION, a Florida corporation (the "Company"), and
________________ (the
"Employee").
W I T N E S S E T H T H A T:
WHEREAS, at a meeting of the Compensation Committee (the
"Committee") of
the Board of Directors of the Company (the "Board") held on the
Award Date, the
Committee, pursuant to the F.N.B. Corporation 2007 Incentive
Compensation Plan
(the "Plan"), awarded to certain employees of the Company,
employees of First
National Bank of Pennsylvania (the "Bank") and employees of
other non-Bank
"Affiliates" (the term "Affiliates" is defined in the Plan),
shares of the
Company's Common Stock, par value $0.01 per share (the
"Stock");
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
herein contained and intending to be legally bound hereby, each
of the parties
covenants and agrees as follows:
1. Restricted Stock Award. Subject to the terms and conditions
of the Plan
and this Agreement, the Company, pursuant to the Plan, a copy of
which is
incorporated herein by reference thereto and made a part hereof
as though set
forth in full herein (refer to Section 5 herein for a copy of
the Plan), hereby
confirms a restricted stock award to the Employee of an
aggregate of _______
shares of Stock (the "Shares").
2. Terms and Conditions. The award of Shares to the Employee is
subject to
the following terms and conditions.
(a) Vesting and Forfeiture
The Employee's right to the Shares will vest subject to the
following
terms and conditions:
(i) Performance Restricted Stock Award Vesting. The
Employee's
right to the Shares will vest (together with all dividends
and/or shares purchased on account of such Shares under the
Company Dividend Reinvestment and Voluntary Stock Purchase
Plan
("DRP")) and the Shares will become freely transferable on
January 16, 2011 (the "Vesting Date"), if during the four
(4)
year period beginning on January 1, 2007, and ending on
December 31, 2010, (the "Performance Period"), the Company's
average return on average tangible equity ("Average ROATE")
is
within the Top Quartile of peer financial institutions as
described in Section 2(a)(ii) herein, and the Employee has
remained continuously employed by the Company, the Bank or
any
of its non-Bank Affiliates, from the Award Date through the
Vesting Date (the "Vesting Period"), or on an earlier date
in
the event of a "Change in Control" or "Termination of
Employment" in accordance with Section 2(a)(iii) and Section
2(b) herein, respectively.
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(ii) Performance Goal. For purposes of this Agreement the
calculation of the Company's Average ROATE for the
Performance
Period shall be computed by taking the Company's average net
income during the Performance Period, adjusted for the
average
after-tax effect of the amortization of the Company's
acquisition related intangible assets during the Performance
Period, divided by the Company's average shareholders'
equity
during the Performance Period minus the Company's
acquisition
related average intangible assets during the Performance
Period. Also, for purposes of this Agreement the term "Top
Quartile" shall mean that the Company's Average ROATE during
the Performance Period meets or exceeds the 75th percentile
of
the Average ROATE of surviving financial institutions for
the
forty-eight (48) month period beginning on October 1, 2006
and
ending on September 30, 2010, from the list of peer
financial
institutions and bank holding companies identified in
Schedule
1 attached hereto, as approved by the Committee at a meeting
held on January 24, 2007 ("Average ROATE Performance Goal").
(iii) Accelerated Vesting - Change in Control or Sale. In the
event
of a "(i) Change in Control," as defined in the Plan, prior
to
the Vesting Date and the Employee has remained continuously
employed by Company, Bank or non-Bank Affiliate since the
Award
Date, the restrictions on the Shares shall lapse and all
such
Shares (references to "Shares" in this Agreement shall also
include all dividends and/or shares of Stock purchased under
the DRP on account of such Shares) shall immediately vest.
All
of Employee's Shares shall immediately vest upon the sale of
all or substantially all of the common stock or assets (a
"Sale") of the Bank prior to the Vesting Date, provided the
Employee remains continuously employed by the Bank, the
Company
or non-Bank Affiliate. In the event of a Sale of a non-Bank
Affiliate which employed the Employee on the Award Date and
the
Employee has been continuously employed by the non-Bank
Affiliate, the Company or the Bank since the Award Date, the
Shares shall vest in an amount not less than the pro rata
amount of the Shares awarded under this Agreement for the
period from the Award Date to the consummation date of the
Sale
of the non-Bank Affiliate, calculated by taking the Shares
times the fraction, the numerator of which is the actual
full
number of months the Employee worked from the Award Date
(Employee shall be credited with working the full month of
July
2007) to the consummation date of the Sale of the non-Bank
Affiliate, and the denominator of which is forty-two (42),
representing the number of full months (including July 2007)
in
the Vesting Period. (By way of example and for avoidance of
doubt, if the non-Bank Affiliate is sold on
-2-
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April 1, 2009, the Employee would be entitled to vesting of
one-half the Shares (21 months worked/42 months total in
Vesting Period) under this Agreement).
For purposes of this Agreement the termination of the
Employee
following execution of a definitive agreement contemplating
a
"Change in Control" or Sale of the Bank or non-Bank
Affiliate,
without "Cause" (as defined in the Plan), prior to the
consummation date of the "Change in Control" or such Sale
shall
result in full vesting (or pro-rata vesting for the time the
Employee worked between the Award Date and the Sale
consummation date in the case of the Sale of a non-Bank
Affiliate) of the Shares on the consummation date of a
"Change
in Control" or "Sale".
(iv) In accordance with the terms of the Plan the Committee
may
determine the occurrence of a "significant event" which the
Committee expects to have a substantial effect on the
measurement of the Average ROATE Performance Goal specified
in
this Agreement and therefore, the Committee has sole
discretion
to establish a revised Average ROATE measurement or other
performance measurement as it shall deem necessary and
equitable for purposes of maintaining the objective of the
Performance Restricted Stock Award contemplated by this
Agreement. Such modification of the performance measurement
specified in this Agreement by the Committee shall ensure
that
the Company's Average ROATE Goal or measurement thereof, or
establishment of new performance measurement shall in no
event
be detrimental to the Employee and shall be consistent with
any
adjustment to the Company's capital structure during the
Performance Period. Such "significant events" contemplated
herein may include, but not be limited to, capital raises,
stock splits
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