RESTRICTED STOCK UNIT AWARD
AGREEMENT
(Pursuant to 2007 Incentive Compensation Plan)
This Restricted
Stock Unit Award Agreement (the “Agreement”) is between
(“Participant”) and F.N.B. Corporation
(“F.N.B.”) and sets forth the terms and conditions of
the award of Restricted Stock Units granted to Participant on
September 16, 2009 (“Grant Date”) by the
Compensation Committee of the Board of Directors (the
“Committee”) of F.N.B. pursuant to the terms of the
2007 Incentive Compensation Plan (the “Plan”). The
terms of the Plan are incorporated herein by reference, including
the definitions of terms contained in the Plan. Unless the context
indicates otherwise, all references in this Agreement to
“F.N.B.” shall mean F.N.B. and its direct and indirect
subsidiaries and affiliates.
WHEREAS,
F.N.B.’s Board and shareholders have adopted and approved the
F.N.B. Corporation 2007 Incentive Compensation Plan
(“Plan”); and
WHEREAS,
F.N.B. intends to award certain management employees for
F.N.B.’s long term performance which is designed to deliver
total shareholder return by combining an attractive dividend yield
with earnings per share growth for the purpose of attaining a
corresponding share price appreciation; and
WHEREAS,
F.N.B. believes these awards will align management’s interest
with those of the shareholders; and
WHEREAS,
the Participant has accepted the grant of the Restricted Stock
Units and agrees to the terms and conditions stated
below:
Section 1. Purpose .
The purpose of this award is to
align Participant’s interest with that of F.N.B. shareholders
by attaining total shareholder return through a combination of an
attractive dividend yield and earnings per share growth over the
performance period, which is consistent with F.N.B.’s
investment thesis of achieving total shareholder return of nine to
twelve percent.
Section 2. Restricted Stock Unit
Award . Subject to
the provisions of this Agreement and the provisions of the Plan,
F.N.B. hereby grants to Participant
Restricted Stock Units (the “Target Amount”) provided
that the applicable Vesting Requirements described in 3(a)(i)(1),
(2) and (3) of this Agreement have been met. These
Restricted Stock Units are notational units of measurement
denominated in shares of F.N.B. common stock (i.e., one restricted
stock unit is equivalent to one share of F.N.B. common stock). The
Restricted Stock Units represent an unfunded, unsecured deferred
compensation obligation of F.N.B.
(a) All, a
portion, a multiple or none of Participant’s Target Amount
will vest subject to the following terms and conditions:
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(i)
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Time and Performance
Requirements . Subject to the forfeiture and
accelerated vesting provisions set forth in Section 4 hereof,
the Target Amount shall become vested in shares of F.N.B. common
stock and shall become deliverable in the amount described in
Section 3(b) hereof (provided such delivery is otherwise in
accordance with federal and state laws) to the Participant on
March 1, 2013 (“Vesting Date”), provided each of
the following three vesting
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requirements
set forth in Section 3(a)(i)(1), (2) and (3) below, are
satisfied, which shall hereinafter be referred to as the
“Vesting Requirements.”
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(1)
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Service Requirement
.
Participant remains
continuously employed by F.N.B. from the Grant Date through the
Vesting Date; and
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(2)
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First Performance
Trigger . F.N.B.’s relative return on
average tangible common equity (“ROATCE”), as
calculated under Section 3(c)(i) herein, during the four year
period beginning on January 1, 2009, and ending on
December 31, 2012 (the “Performance Period”), is
greater than or equal to the 50 th percentile of the peer financial
institutions’ (identified in Schedule 1 attached hereto
and hereinafter referred to as the “Peer Financial
Institutions”) ROATCE during the Performance Period as
approved by the Committee on January 21, 2009 (“ROATCE
Performance Goal”); and
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(3)
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Second Performance
Trigger . F.N.B.’s diluted earnings per
share growth during the Performance Period (“F.N.B. EPS
Growth”) is greater than zero, and at or above the 20
th
percentile of the Peer
Financial Institutions’ diluted earnings per share growth
(Peer Financial Institutions’ EPS Growth”) during the
Performance Period, as calculated under Section 3(c)(ii)
herein.
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(b)
Determination of Vested Restricted Stock Units Award
Amount . Provided the Vesting Requirements are met, the
number of the Participant’s Restricted Stock Units that will
become vested on the Vesting Date will be determined as
follows:
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(i)
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Maximum . If F.N.B.’s EPS Growth is at
or above the 60 th percentile of the Peer Financial
Institutions’ EPS Growth during the Performance Period, then
the vested amount shall be 1.75 times the Target Amount
(“Maximum Amount”);
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(ii)
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Target . If F.N.B.’s EPS Growth is at
the 35 th percentile of the Peer Financial
Institutions’ EPS Growth during the Performance Period, then
the vested amount shall be the Target Amount;
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(iii)
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Threshold . If F.N.B.’s EPS Growth is at
the 20 th percentile of the Peer Financial
Institutions’ EPS Growth during the Performance Period, then
the vested amount shall be 0.5 times the Target Amount
(“Threshold Amount”); and
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(iv)
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Interpolation Between
Levels . For
amounts between the Threshold and Target levels or between the
Target and Maximum levels, straight line interpolation, rounded up
to the next whole share, will be used to determine the number of
Restricted Stock Units that shall vest on the Vesting Date. For
purposes of this Agreement, the amount of the Participant’s
award that vests under the calculation set forth under this Section
3(b) of the Agreement shall be referred to herein as the
“Award Amount.”
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(c)
Financial Performance Measurements .
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(i)
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F.N.B. ROATCE
.
For purposes of this
Agreement, the calculation of F.N.B.’s ROATCE for the
Performance Period shall be computed by taking the average of
F.N.B.’s ROATCE for each year in the Performance Period and
comparing that to the average ROATCE for the Peer Financial
Institutions for each year in the Performance Period. ROATCE is
calculated for each year in the Performance Period by taking net
income available to common
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shareholders
and adding back the after-tax effect of the amortization of
acquisition-related intangible assets, divided by average common
shareholders’ equity minus average acquisition-related
intangible assets;
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(ii)
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F.N.B. and Peer Financial
Institutions’ EPS . For purposes of this Agreement, the
calculation of F.N.B.’s earnings per common share growth for
the four-year Performance Period shall be computed by calculating
the compounded annual growth rate for F.N.B.’s earnings per
common share using 2008 earnings per common share as the base
amount and 2012 earnings per common share as the achieved amount
and comparing this result to the same calculation for the Peer
Financial Institutions.
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Section 4 . Forfeiture; Termination of Employment;
and Accelerated Vesting of Restricted Stock Units . Upon
the effective date of the termination of Participant’s
employment with F.N.B., the Restricted Stock Units shall
immediately be forfeited and returned to F.N.B. by the
administrator of this award program without consideration or future
action being required of the Company; except that notwithstanding
the foregoing, in the event such termination is a result of the
following circumstances:
(a)
Death . The Target Amount shall automatically vest
(to the extent this award has not been previously forfeited) and
become payable in accordance with Section 7 hereof immediately
upon Participant’s death between the Grant Date and the
Vesting Date.
(b)
Disability . Provided the Vesting Requirements,
except for the service requirement set forth at
Section 3(a)(i)(1) hereof, have been met, the Participant
shall be entitled to vesting on the Vesting Date in an amount not
less than the pro rata amount of the Award Amount for the number of
full months of the Performance Period the Participant worked since
the Grant Date before the Participant became a “Disabled
Participant” (as defined in the Plan) as a portion of the
total number of months in the Performance Period less the number of
full months of the Performance Period prior to the Grant Date. The
number of Restricted Stock Units the Participant is
entitl
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