CAPITAL PURCHASE PROGRAM
AGREEMENT AND WAIVER
This Executive
Compensation Agreement (the “ Agreement ”) is
made and entered into effective as of January 9, 2009, by and
between F.N.B. Corporation, a Florida corporation (the “
Company ”), and
(the “ Executive ”).
WHEREAS ,
the Company, through the Committee, also has made certain
equity-based compensation awards to the Executive (the “
Awards ”), and provides compensation and benefits
through other plans, programs and arrangements (such plans,
programs and arrangements are herein referred to collectively as
the “ Plans ”); and
WHEREAS ,
the United States Department of the Treasury (the “
UST ”), under the Troubled Asset Relief Program
established by the Emergency Economic Stabilization Act of 2008
(“ EESA ”), has implemented the Capital Purchase
Program (“ CPP ”), under which the UST may
purchase shares of preferred stock and warrants from eligible
financial institutions; and
WHEREAS ,
the UST has promulgated certain requirements and conditions for
institutions that wish to participate in the CPP, including the
imposition of certain restrictions on executive compensation;
and
WHEREAS ,
the UST retains the right to and may promulgate additional
requirements and guidelines for institutions that wish to
participate in the CPP; and
WHEREAS ,
the Company and the Executive believe that it is in the best
interests of the Company to participate in the CPP in order to
utilize a potential new source of capital that will provide the
Company with economic benefits; and
WHEREAS ,
the Company and the Executive now consider it desirable to amend
the Policy, Plans and Awards by this Agreement to qualify for
participation in the CPP;
NOW
THEREFORE , in consideration of the mutual promises herein made
and for the benefits the Executive will receive as a result of the
Company’s participation in the CPP, the sufficiency of which
are expressly acknowledged, the Company and the Executive agree as
follows:
1. During any
“CPP Covered Period,” notwithstanding any other
provision of the Policy, Plans or Awards, to the contrary, the
limitations and restrictions of Section 111(b) of EESA will apply
to the Company and the Executive, and the Policy, Plans and Awards
are hereby deemed amended by this Agreement. A “CPP Covered
Period” is any day on which (A) the Executive is a
“senior executive officer” (as defined in
Section 111(b)(3) of EESA), and (B) the UST holds an equity or
debt position acquired from the Company in the CPP.
2. During any CPP
Covered Period, the Executive hereby agrees and consents to take
such actions as are necessary and appropriate to establish
modifications, conditions, or other restri
