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Exhibit 10.1
F.N.B. CORPORATION
RESTRICTED STOCK AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)
This Restricted Stock Award Agreement (the "Agreement") is made
and entered
into effective 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. Award of Restricted Stock. Subject to the terms and
conditions of
the Plan and this Agreement, the Company, pursuant to the Plan,
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 the award to the Employee, on the date first written
above, 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 (together with all dividends and/or shares of stock
purchased
on account of such Shares under the Company Dividend
Reinvestment and
Voluntary Stock Purchase Plan ("DRP")) and the Shares will
become
freely transferable, provided the Employee has been
continuously
employed by the Company from the Award Date through the earlier
of,
January 16, 2010 ("Vesting Date"), or upon accelerated vesting
of the
Shares pursuant to Section 2(b) and (c) hereof. For purposes of
this
Agreement, the period between the Award Date and the Vesting
Date shall
be referred to as the "Vesting Period."
(b) Accelerated Vesting - Change in Control or Sale. In the
event of a "Change in Control," as defined in the Plan, prior to
the
Vesting Date, if 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 of the 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 restrictions on the
Shares
shall lapse and such Shares shall vest immediately 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 Affiliate, Company or 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
as
calculated by taking the number of Shares times the fraction,
the
numerator of which is the actual number of full 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 thirty
(30),
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
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Affiliate is sold on October 1, 2008, the Employee would be
entitled to
vesting of one-half of the Shares (15 months worked/30 months
total in
the 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 the 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 a Sale of a non-Bank
Affiliate)
of the Shares on the consummation date of a "Change in Control"
or such
Sale.
(c) Termination of Employment; Forfeiture or Acceleration of
Shares. Upon the effective date of the termination of
Employee's
employment with the Company, the Bank, or the other non-Bank
Affiliate,
all Shares then subject to a risk of forfeiture shall
immediately be
forfeited and returned to the Company by the administrator of
the DRP
without consideration or further action being required of the
Company;
except in the event such termination is a result of the
following
circumstances:
(1) Death. The restrictions on the Shares shall lapse and
the Shares shall automatically vest immediately as a
result of Employee's death during the Vesting Period.
(2) Disability. The restrictions on the Shares shall lapse
and the Shares shall automatically vest immediately
as a result of Employee becoming a "Disabled
Participant" (as that term is defined in the Plan)
during the Vesting Period.
(3) Early Retirement. The Employee shall be entitled to
vesting of not less than the pro rata amount of the
Shares for the number of full month
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