EX-10.2



 





Exhibit 10.2




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”) dated effective as of October 18, 2007 (the
“Effective Date”), between First National Bank of Pennsylvania, a corporation having its principal
place of business at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 (the “Employer”), F.N.B.
Corporation, a corporation having its principal place of business at One F.N.B. Boulevard,
Hermitage Pennsylvania 16148 (“F.N.B. Corporation”) and Gary J. Roberts, an individual whose
address is 1139 Wishart Place, Hermitage, Pennsylvania 16148 (the “Executive”).



WITNESSETH:




     WHEREAS, the Employer and F.N.B. Corporation desire to provide for the continued employment of
the Executive, and the Executive desires to continue his employment with the Employer, all in
accordance with the terms and subject to the conditions set forth in this Agreement;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, the Employer, F.N.B. Corporation and the Executive, intending to be legally bound
hereby, mutually agree as follows:



     1. Employment. On the Effective Date, this Agreement shall supersede and replace the
Employment Agreement dated as of December 2, 2002, between the Employer and the Executive. On the
Effective Date, the Executive shall be employed by the Employer as the Chief Executive Officer
(with such position described and any future positions supplemental to Executive’s Chief Executive
Officer position to which the Executive is assigned or appointed by the Board of Directors of the
Employer (the “Board”), being collectively referred to in this Agreement as the “Position”), in
accordance with the terms and subject to the conditions set forth in this Agreement. The Executive
shall report solely and directly to the Board and the CEO of F.N.B. Corporation.



     2. Term. The “Term” of this Agreement shall be the period commencing with the
Effective Date and ending on the fifth one-year anniversary of the Effective Date; provided that,
on the first annual anniversary and second annual anniversary of the Effective Date (each, an
“Extension Date”), the Term will be automatically extended by twelve (12) months (so that on each
such Extension Date, the Agreement will have a remaining Term of five years), unless either the
Executive or the Board gives the other written notice that such automatic renewal shall cease as of
the last day of the month that is at least ninety (90) days after the date of such written notice.
Unless otherwise provided in this Agreement or mutually agreed by the Employer and the Executive,
all of the terms and conditions of this Agreement shall continue in full force and effect
throughout the Term and, with respect to those terms and conditions that apply after the Term,
after the Term.



     3. Duties. During the Term, the Executive shall serve in the Position and perform all
duties and services commensurate with the Position, and such other duties reasonably assigned or
delegated to him under the By-laws of the Employer or from time to time by the Board and consistent
with the Position. The Executive shall devote substantially all of the Executive’s



 









 







business time and attention to the performance of the Executive’s duties under this Agreement
and, during the Term, the Executive shall not engage in any other business enterprise that requires
any significant amount of the Executive’s personal time or attention, unless the Board gives him
its prior written permission. The Executive will at all times comply with all applicable laws
pertaining to the performance of this Agreement, and strictly adhere to and obey all of the ethical
rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to
time relating to the conduct of employees of the Employer and/or F.N.B. Corporation. The foregoing
provision shall not prevent the Executive’s purchase, ownership or sale of any interest in any
business that does not compete with the business of the Employer, F.N.B. Corporation or their
affiliates, or the Executive’s involvement in charitable or community activities, provided, that
(i) the time and attention that the Executive devotes to such business and charitable or community
activities does not interfere with the performance of his duties under this Agreement, (ii) a
material portion of the time devoted by the Executive to charitable or community activities is
devoted to charitable or community activities within the Employer’s market area, and (iii) such
conduct complies in all material respects with applicable policies of the Employer and F.N.B.
Corporation.



     4. Compensation. For all services to be rendered by the Executive under this
Agreement:



          (a) The Employer shall pay the Executive a base salary (the “Base Salary”) at an annual rate
of $350,016. At the end of each fiscal year of the Employer, the Board or the Compensation
Committee of the Board shall review the amount of the Executive’s Base Salary, and may increase but
not decrease such Base Salary for the following year to such amount as the Board (or Committee) may
determine in its sole discretion. Such adjusted annual salary then shall become the Executive’s
“Base Salary” for purposes of this Agreement. Such Base Salary and other compensation shall be
payable in accordance with the Employer’s normal payroll practices as in effect from time to time.




          (b) Bonus. The Executive shall be entitled to receive from the Employer, in
accordance with applicable policies of the Employer relating to incentive compensation for
executive officers, an annual bonus (the “Bonus”), at the same time and in the same form as bonuses
are paid to other senior executive officers of the Employer and F.N.B. Corporation. The Board
shall determine the amount of any such Bonus, in its sole discretion, based upon the performance of
the Employer and/or F.N.B. Corporation, and the contributions of the Executive to such performance;
provided, however, that in exercising its discretion, the Board shall not reduce Executive’s
targeted bonus greater than the percentage reduction for senior management as a group. The
Employer will pay the Bonus within the period ending on the 15th day of the third month following
the end of the Employer’s fiscal year, but in no event after the close of the Employer’s fiscal
year following the year the Bonus is earned.




          (c) Benefits. The compensation provided for in this paragraph 4 shall be in addition
to such rights as the Executive may have, during the Executive’s employment under this Agreement or
thereafter, to participate in and receive benefits from or under any employee benefit plans the
Employer or F.N.B. Corporation may in their discretion establish or maintain for their employees or
executives, including but not limited to, the 401(k) plan, retirement income plan, basic retirement
plan, stock incentive plan and group health insurance, life insurance and disability insurance
plans. To the extent any of such benefits are taxable to the Executive, the Executive shall be
solely responsible for such taxes.


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           (d) Perquisites. From and after the Effective Date and throughout the Term:





          (i) The Employer shall provide the Executive with a luxury automobile selected by the
Executive and approved by the Compensation Committee of the Board, at the Employer’s sole
cost and expense. The automobile shall be replaced with a substantially equivalent luxury
automobile owned or leased by the Employer in the future as shall be mutually agreed by the
Executive and the Compensation Committee. The Employer shall bear gas, insurance, repairs,
maintenance, and other operating expenses for the automobile in accordance with the
Employer’s policies.




          (ii) The Employer will pay the annual dues for the Executive’s membership in two
country clubs of the Executive’s choosing. In addition, the Employer shall pay any
reasonable club usage charges related to the Employer’s business upon submission by the
Executive of appropriate verifying information. The Employer shall also pay any bond,
admission or initiation fee that may be required for membership in the clubs, provided
however that upon refund to the Executive of all or any portion of such bond, admission or
initiation fee, the Executive shall promptly remit the refunded amount to the Employer, to
the extent such bond or fee had been paid by the Employer.



          (e) Expenses. The Employer shall promptly reimburse the Executive for (i) all
reasonable expenses paid or incurred by the Executive in connection with the performance of the
Executive’s duties and responsibilities under this Agreement, upon presentation of expense vouchers
or other appropriate documentation in accordance with the Employer’s policies, and (ii) all
reasonable professional expenses, such as licenses and dues and professional educational expenses,
approved by the Board and paid or incurred by the Executive during the Term.




          (f) Vacation. The Executive shall be entitled to 20 days of paid vacation leave
during each calendar year (25 days beginning in 2013), to be taken at such time or times, as the
Executive and the Employer shall mutually determine. Earned but unused vacation shall be accrued
in accordance with the Employer’s written vacation policy.




     5. Termination of the Employment. The Employer shall have the right to terminate the
Executive’s employment under this Agreement at any time during the Term, for Cause, for other than
Cause, or on account of the Executive’s Permanent Disability, subject to the provisions of this
paragraph 5. The Executive’s employment under this Agreement shall automatically terminate upon
the Executive’s death during the Term. The Executive’s “Termination Date” shall be the date
specified in written notice from the Board to the Executive, or to the Board from the Executive in
accordance with subparagraph (c) below, given in accordance with the provisions of paragraph 14,
except as otherwise agreed by the parties.



          (a) Accrued Obligations. Upon the Executive’s employment termination for any reason,
the Employer shall pay to the Executive (or to the Executive’s representative or estate, in the
event of his death or, in certain situations, as appropriate, his Permanent Disability), within ten
(10) days after the Termination Date, an amount equal to the sum of (i) the Executive’s Base Salary
accrued through the Termination Date, (ii) any Bonus earned as of the Termination Date under the
Employer’s bonus program, but not yet paid to the Executive, (iii) any amounts payable under any of
the employee benefit plans of the Employer or F.N.B. Corporation in accordance with the terms of
such plans, except as may be required by Section 401(a)(13) of the Internal Revenue Code of 1986,
as amended (the “Code”), (iv) any accrued but


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unpaid vacation, in accordance with the terms of the Employer’s vacation plan, and (v) any
unreimbursed business expenses incurred by the Executive on the Employer’s behalf, in accordance
with the Employer’s reimbursement policies. Such payments, rights and benefits described in
clauses (i) through (v) of subparagraph 5(b) are collectively referred to herein as the “Accrued
Obligations.” In addition, upon the Executive’s termination for any reason, other than Death, the
Executive shall have the right to assume any lease of the luxury automobile then being provided to
him pursuant to subparagraph (d) hereof, if such automobile has been leased or, if such automobile
has been purchased for his use, the Executive shall have the right to purchase such automobile by
remitting the net book value to the Employer.




          (b) If the Employer terminates the Executive’s employment under this Agreement for any reason
other than for Cause, or the Executive terminates his employment under this Agreement for Good
Reason, the Employer shall pay or provide to the Executive, promptly after the Termination Date,
the severance benefits described in subparagraphs (i), (ii) and (iii) below, subject to (iv)
through (vii) below:





          (i) The Employer shall allow the Executive to continue participation for himself and
his eligible dependants under the Employer’s group health plan on the same terms as
applicable to active employees (e.g., at the same cost to the Executive) for a period equal
to the lesser of (i) thirty-six (36) months (the “Subsequent Period”), or (ii) the period
from the Termination Date through the date the Executive first becomes eligible for coverage
under any group health plan of another employer; and provided further that participation for
any eligible dependent shall cease upon such dependent becoming eligible for coverage under
any group plan of another employer. To the extent these payments are subject to Code
Section 409A, then such expenses must be incurred before the last day of the second taxable
year following the taxable year in which the termination occurred, provided that any
reimbursement for such expenses be paid before the Executive’s third taxable year following
the taxable year in which the termination occurred.




          (ii) The Employer shall continue to pay the Executive, for the duration of the
Subsequent Period, the Executive’s Base Salary as of the Termination Date, in accordance
with the Employer’s generally applicable payroll policies. In addition, and without regard
to the provisions of the Employer’s Bonus program, the Executive shall be entitled to
receive his pro rata share of any Bonus that would have been earned by the Executive had the
Executive been employed for the full year, which amounts shall be payable to the Executive
at the same time and in the same manner as such payments are made to other participants in
such Bonus program; and




          (iii) The Employer shall pay the Executive an amount equal to one-twelfth (1/12) of the
Executive’s Average Annual Bonus, in equal installment payments, consistent with Company’s
payroll practices for the duration of the Subsequent Period. For purposes of this
subparagraph, the Executive’s Average Annual Bonus shall be determined by applying the
Executive’s Three-Year Bonus Percentage (as defined below) to the Executive’s Base Salary in
effect as of the Termination Date. The Executive’s Three-Year Bonus Percentage shall be
determined by averaging the annual bonus percentage paid to the Executive representing the
percentage of Base Salary paid or to be paid during the three (3) years ending immediately
prior to the Termination Date.



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          (iv) Prior to receiving any payment, coverage or benefit as provided in this paragraph
5(b), the Executive shall execute and deliver a Release to the Employer in the form of
Appendix A to this Agreement.




          (v) If the Employer is obligated to pay amounts or provide benefits to the Executive
under this paragraph 5(b), the Executive shall not be entitled to severance under any other
employee benefit plan of the Employer or F.N.B. Corporation.




          (vi) If a payment under paragraph 5(b)(ii), or (iii) above does not qualify as a
short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar
or successor provisions), and the Executive is a Specified Employee as of his Termination
Date, distributions to the Executive may not be made before the date that is six months
after the date of the Termination Date or, if earlier, the date of the Executive’s death
(the “Six-Month Delay Rule”). Payments to which the Executive would otherwise be entitled
during the first six months following the Termination Date (the “Six-Month Delay”) will be
accumulated and paid on the first day of the seventh month following the Termination Date.
Notwithstanding the Six-Month Delay Rule set forth in this paragraph 5(b)(vi):




          (a) To the maximum extent permitted under Code Section 409A and Treas. Reg.
§1.409A-1(b)(9)(iii) (or any similar or successor provisions), during each month of
the Six-Month Delay, the Employer will pay the Executive an amount equal to the
lesser of (I) the total monthly severance provided under paragraph 5(b)(ii) and
(iii) above, or (II) one-sixth (1/6) of the lesser of (1) the maximum amount that
may be taken into account under a qualified plan pursuant to Code Section 401(a)(17)
for the year in which the Executive’s Date of Termination occurs, and (2) the sum of
the Executive’s annualized compensation based upon the annual rate of pay for
services provided to the Employer for the taxable year of the Executive preceding
the taxable year of the Executive in which his Termination Date occurs (adjusted for
any increase during that year that was expected to continue indefinitely if the
Executive had not had a Termination Date); provided that amounts paid under this
sentence will count toward, and will not be in addition to, the total payment amount
required to be made to the Executive by the Employer under paragraphs 5(b)(ii) and
(iii); and




          (b) To the maximum extent permitted under Code Section 409A and Treas. Reg.
§1.409A-1(b)(9)(v)(D) (or any similar or successor provisions), within ten (10) days
of the Termination Date, the Employer will pay the Executive an amount equal to the
applicable dollar amount under Code Section 402(g)(1)(B) for the year of the
Executive’s Termination Date; provided that the amount paid under this sentence will
count toward, and will not be in addition to, the total payment amount required to
be made to the Executive by the Employer under paragraph 5(b).




              (vii) For purposes of this Agreement, “Specified Employee” has the meaning given that
term in Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor
provisions). The Employer’s “specified employee identification date” (as described in
Treas. Reg. 1.409A-1(c)(i)(3)) will be December 31 of each year,



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and the Employer’s “specified employee effective date” (as described in Treas. Reg.
1.409A-1(c)(i)(4) or any similar or successor provisions) will be February 1 of each
succeeding year.



          (c) Termination by the Executive. The Executive may terminate his employment during
the Term upon thirty (30) days prior written notice to the Board for other than Good Reason (as
defined below). In such event, the Executive’s employment shall terminate as of the Termination
Date and the obligations of the Employer hereunder shall be deemed fully satisfied, except that the
Executive shall be entitled to the Accrued Obligations. The Executive also shall have the right to
terminate his employment at any time during the Term hereof for Good Reason. As used in this
Agreement, “Good Reason” shall mean, without the Executive’s written consent: (i) a material
diminution in the Executive’s Base Salary; (ii) a material diminution of the Executive’s authority,
duties, responsibilities; (iii) a material diminution in the authority, duties, or responsibilities
of the CEO of F.N.B. Corporation; (iv) a requirement that the Executive report to an officer or
employee of the Employer or F.N.B. Corporation instead of reporting directly to the Board and the
CEO of F.N.B. Corporation; (v) a relocation of the Executive’s primary office more than 50 miles
from Hermitage, Pennsylvania, or assigning to the Executive duties that would reasonably require
such relocation (not including travel normally incidental and reasonably necessary to the business
of the Employer and the duties of the Executive under this Agreement); (vi) a material diminution
in the budget over which Executive retains authority; or (vii) any other action or inaction that
constitutes a material breach by the Employer of this Agreement. The Executive must provide
written notice to the Employer of the existence of the event or condition described above within
ninety (90) days of the initial occurrence of the event or existence of the condition alleged to
constitute “Good Reason” under this paragraph. Upon such notice, the Employer or F.N.B.
Corporation shall have a period of thirty (30) days during which it or they may remedy the
condition.




          (d) Termination for Death or Disability. If the Employer terminates the Executive’s
employment under this Agreement because of the Permanent Disability of the Executive, or in the
event of the Executive’s death, the Employer shall pay the Accrued Obligations to the Executive or
his estate. Without regard to the provisions of the Employer’s bonus program, and in addition to
the Accrued Obligations, the Executive shall be entitled to receive his pro rata share of any Bonus
that would have been earned by the Executive had the Executive been employed for the full year,
which amounts shall be payable to the Executive at the same time and in the same manner as such
payments are made to other participants in such bonus program. If the Employer terminates the
Executive’s employment under this Agreement because of the Executive’s Permanent Disability, the
Employer shall continue to pay the amounts in (i) and (ii) below:





          (i) Until the one-year anniversary of the termination of the Executive’s employment due
to the Executive’s Permanent Disability, an amount equal to one hundred percent (100%) the
Executive’s Base Salary, less the amount paid or payable to or on behalf of the Executive
under any disability insurance coverage provided or paid for by the Employer or F.N.B.
Corporation;




          (ii) Thereafter, until the end of the Executive’s Permanent Disability or death, an
amount equal to sixty percent (60%) of the Executive’s Base Salary, less the amount paid or
payable to or on behalf of the Executive under any disability insurance coverage provided or
paid for by the Employer or F.N.B. Corporation.



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     Any amounts payable to the Executive under clauses (i) or (ii) above shall be paid in
accordance the Employer’s normal payroll practices as in effect from time to time. Notwithstanding
the foregoing, the Executive’s right to such payments shall be contingent upon the Executive’s
execution of a release of all claims against Employer, F.N.B. Corporation and their affiliates, in
the form of Appendix A hereto. As used in this Agreement, “Permanent Disability” shall mean that,
by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than twelve (12)
months, as determined by a licensed physician mutually selected by Executive (or his personal
representative) and Employer, the Executive has been receiving income replacement benefits for a
period of not less than three (3) months, under an accident or health plan covering the Employer’s
employees, such as a salary continuation, short-term disability or long-term disability program,
provided, however, that in order to terminate the Executive’s employment under this Agreement on
account of Permanent Disability, the Employer must provide the Executive with written notice of the
Board’s determination to terminate the Executive’s employment under this Agreement for reason of
Permanent Disability not less than thirty (30) days prior to such termination, which notice shall
specify the Termination Date. Until the specified Termination Date by reason of Permanent
Disability, the Executive shall continue to receive compensation at the rates set forth in
paragraph 4. No termination of the Executive’s employment under this Agreement because of
Permanent Disability shall impair any rights of the Executive under any life or disability
insurance policy maintained by the Employer or F.N.B. Corporation.



          (e) Termination For Cause. If the Employer terminates the Executive’s employment
under this Agreement for Cause or the Executive terminates his employment under this Agreement for
any reason other than Good Reason, the sole obligation of the Employer to the Executive shall be to
pay the Accrued Obligations to the Executive. As used in this Agreement, “Cause” shall mean the
Executive’s (i) willful and continued failure substantially to perform his material duties with the
Employer as set forth in this Agreement, or the commission of any activities constituting a
violation or breach under any federal, state or local law or regulation applicable to the
activities of F.N.B. Corporation or the Employer, in each case, after notice thereof from the
Employer to the Executive and a reasonable opportunity for the Executive to cease such failure,
breach or violation in all respects (where possible), (ii) fraud, breach of fiduciary duty,
dishonesty, misappropriation or other willful actions that cause damage to the property or business
of F.N.B. Corporation or the Employer, (iii) repeated absences from work such that he is unable to
perform his duties under this Agreement in all material respects other than due to physical or
mental impairment or illness, (iv) admission or conviction of, or plea of nolo contendere to, any
felony or any other crime referenced in Section 19 of the Federal Deposit Insurance Act that, in
the reasonable judgment of the Board, adversely affects F.N.B. Corporation’s or the Employer’s
reputation or the Executive’s ability to carry out his obligations under this Agreement, (v) loss
of any license or registration that is necessary for the Executive to perform his duties under this
Agreement, (vi) failure to cooperate with the Employer in any internal investigation or
administrative, regulatory or judicial proceeding, after notice thereof from the Employer to the
Executive and a reasonable opportunity for the Executive to cure such non-cooperation or, (vii)
willful act or omission by Executive in violation or disregard of the Employer’s policies,
including but not limited to the Employer’s harassment and discrimination policies and Standards of
Conduct then in effect, in such a manner as to cause material loss, damage or injury to the
property, reputation or employees of the Employer, F.N.B. Corporation or their affiliates. In
addition, the Executive’s employment shall be deemed to have terminated


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for Cause if, within 180 days following the Executive’s Termination Date, uncontroverted facts
are discovered that would have justified a termination for Cause under subsections (ii) and (iv)
above. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be
considered “willful” unless it is done, or omitted to be done, by him in bad faith or without
reasonable belief that his action or omission was in the best interests of the Employer. Any act,
or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or
based upon the advice of counsel for the Employer shall be conclusively presumed to be done, or
omitted to be done, in good faith and in the best interests of the Employer.




          (f) No provision of this Agreement shall adversely affect any vested rights of the Executive
under the Employer’s 401(k) plan, retirement income plan, basic retirement plan, stock incentive
plan or other employee benefit plans of the Employer or F.N.B. Corporation that may be established
in the future; provided, however, upon the Termination Date, all future vesting of the Executive’s
rights under the 401(k) plan, retirement income plan, basic retirement plan and stock incentive
plan shall terminate without further action by the Employer.




          (g) In the event that the independent registered public accounting firm of the Employer or the
Internal Revenue Service determines that any payment, coverage or benefit due or owing to the
Executive pursuant to this Agreement is subject to the excise tax imposed by Code Section 409A or
any successor provision thereof or any interest or penalties, including interest imposed under Code
Section 409(A)(1)(B)(i)(I), incurred by the Executive as a result of the application of such
provision, the parties shall take such actions as are necessary to prevent application of the
excise tax, including revisions to the Agreement to comply with Code Section 409A.




          (h) Upon termination of the Executive’s employment for any reason, the Executive shall deliver
to the Board his resignation from all offices, directorships and positions with the Employer,
F.N.B. Corporation and their affiliates, and shall be deemed to have resigned from all offices and
fiduciary positions with any employee benefit plans.




     6. Change in Control. Upon a Change in Control, the Term specified in paragraph 2
shall continue until at least the second anniversary of the Change in Control.



          (a) If, on or after a Change in Control and before the second anniversary of the Change in
Control, the Employer terminates the Executive’s employment under this Agreement for any reason
other than for Cause, or the Executive terminates his employment under this Agreement for Good
Reason, the Employer shall pay or provide to the Executive, promptly after the Termination Date,
the severance benefits described in subparagraphs 5(b)(ii) and (iii) above, subject to
subparagraphs 5(b)(iv) through (vii) above, with the following modifications:





          (i) If the Change in Control is also a “change in the ownership or effective control”
of the Employer or a “change in the ownership of a substantial portion of the assets” of the
Employer, in each case as defined in Treas. Reg. §1.409A-3(i)(v), the Employer will pay the
total amount of the Base Salary and Average Annual Bonus payments that would have been paid
to the Executive during the Subsequent Period under subparagraphs 5(b)(ii) and (iii) above,
in a single lump sum with 15 business days of the Termination Date. (All other payments
will be made as provided for in subparagraph 5(b).)



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     (b)    For purposes of this Agreement, a
“Change in Control” shall be deemed to have occurred on the first of the following:
(i) a merger or consolidation of F.N.B. Corporation with another corporation, and as a result of
such merger or consolidation, the shareholders of F.N.B. Corporation as of the day preceding such
transaction will own less than fifty-one percent (51%) of the outstanding voting securities of
the surviving corporation, (ii) a sale or exchange (in a single transaction or series of
related transactions) of eighty percent (80%) or more of the Common Stock of F.N.B. Corporation
for securities of another entity in which shareholders of F.N.B. Corporation will own less than
fifty-one percent (51%) of such entity’s outstanding voting securities, or (iii) the sale (in a single transaction or series of related transactions) of a substantial portion of the assets of the Employer or F.N.B. Corporation (including the capital stock F.N.B. Corporation owns in the Employer) to an unrelated third party.



     (c)    In the event that
the independent certified public accounting firm of the Employer immediately prior to a Change in
Control (the “Accounting Firm”) or the Internal Revenue
Service (“IRS”) determines
that any payment, coverage or benefit provided to the Executive
(whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without regard to any additional
payments required under this paragraph 6 (the “Payments”)
is an“ excess parachute payment”
pursuant to Code Section 280G or any successor or substitute provision of the Code,
with the effect that the Executive is liable for
the payment of the excise tax described in Code Section 4999 or any successor or
substitute provision of the Code (the “Excise Tax”),
the Employer, within 30 days thereafter, shall pay to the Executive, in
addition to any other payment, coverage or benefit due and owing hereunder, an additional amount
that will result in the Executive’s
net after-tax position, after taking into account any interest, penalties
or taxes imposed on the Excise Tax payable under this paragraph
6, upon the receipt of the Payments provided for by this Agreement,
being no less advantageous to the Executive than the net after-tax
position to the Executive that would have been obtained had Code Sections
280G and 4999 not been applicable to such Payments.  The Gross-Up
Payment if any, shall be made as soon as possible but no later than,
the end of the Executive’s taxable year next following the
Executive’s taxable year in which the
Executive remits the related taxes, in accordance with Code Section 409A and Treas.
Reg. §1.409A-3(i)(1)(v) (or any similar or successor provisions).



     (i)   All
determinations required to be made under this paragraph 6(c), and
the assumptions to be utilized in arriving at such determination, shall be made
by the Accounting Firm, which shall provide detailed supporting calculations both to
the Board and the Executive.  The Employer shall pay all
fees and expenses of the Accounting Firm.  Any determination by
the Accounting Firm shall be binding upon the Employer and the Executive,
except as provided in subparagraph (ii) below.



     (ii)  As a result of
the uncertainty in the application of Code Sections 280G and 4999
at the time of the initial determination by the Accounting Firm hereunder, it
is possible that the IRS or other agency will
claim that a greater or lesser Excise Tax
is due.  In the event that the Excise
Tax is finally determined to be less than the amount taken into account
hereunder in calculating the Gross-Up Payment, the Executive shall repay
to the Employer, at the time that the
amount of such reduction in Excise Tax is finally determined, the
portion of the Gross-Up Payment attributable to such reduction (plus
that portion of the Gross-Up Payment attributable to the Excise Tax and
federal, state and local income and employment taxes imposed on the Gross-Up Payment being




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repaid by the Executive to the extent that such repayment results in a reduction in
Excise Tax and/or a federal, state or local income or employment tax deduction) plus
interest on the amount of such repayment at 120% of the rate provided in Code Section
1274(b)(2)(B). In the event that the Excise Tax is determined to exceed the amount taken
into account hereunder in calculating the Gross-Up Payment (including by reason of any
payment the existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Employer shall make an additional Gross-Up Payment in respect of such excess
(plus any interest, penalties or additions payable by the Executive with respect to such
excess) at the time that the amount of such excess is finally determined. The Executive and
the Employer shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of liability for
Excise Tax with respect to the Total Payments. The Employer shall pay all fees and expenses
of the Executive relating to a claim by the IRS or other agency.



     7. Indemnification. The Executive shall at all times during his employment by the
Employer and thereafter, be indemnified by the Employer and FNB Corporation to the fullest extent
permitted by applicable law for any matter in any way relating to the Executive’s affiliation with
the Employer, F.N.B. Corporation or their affiliates; provided, however, that if the Executive’s
employment shall have been terminated by the Employer for Cause, then, to the extent
indemnification is prohibited by law, the Employer and FNB Corporation shall have no obligation
whatsoever to indemnify the Executive for any claim arising out of the matter for which his
employment shall have been terminated for Cause or for any conduct of the Executive not within the
scope of the Executive’s duties under this Agreement. During the Term, the Employer and FNB
Corporation agree to maintain the Executive as an insured party on all directors’ and officers’
insurance maintained by the Employer and FNB Corporation for the benefit of its directors and
officers on at least the same basis as all other covered individuals.



     8. Confidential Information. The Executive understands that in the course of his
employment by the Employer the Executive will receive Confidential Information concerning the
business of the Employer, F.N.B. Corporation and their affiliates and that the Employer desires to
protect. The Executive agrees that he will not at any time during or after the period of his
employment by the Employer, reveal to anyone outside the Employer, or use for his own benefit, any
such information that has been designated as confidential by the Employer or understood by the
Executive to be confidential, without specific written authorization by the Board. The Executive
shall take all appropriate steps to safeguard Confidential Information and to protect it against
disclosure, misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential
Information” means information that is not generally known to the public and that is used,
developed or obtained by the Employer, F.N.B. Corporation or their affiliates in connection with
their business, including but not limited to (i) products or services, (ii) fees, costs and pricing
structures, (iii) designs, (iv) analysis, (v) drawings, photographs and reports, (vi) computer
software, including operating systems, applications and program listings, (vii) flow charts,
manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions,
devices, new developments, methods and processes, whether patentable or unpatentable and whether or
not reduced to practice, (xi) customers and clients and customer or client lists, (xii)
copyrightable works, (xiv) all technology and trade secrets, (xv) business plans and financial
models, and (xvi) all similar and related information in whatever form. Upon termination of the
employment of the Executive under this Agreement, or upon any written



10









 







request of the Board, the Executive shall promptly deliver to the Employer any and all written
materials, records and documents, including all copies thereof, made by the Executive or coming
into his possession during or after the period of his employment by the Employer and retained by
the Executive containing or concerning confidential information of the Employer and all other
written materials furnished to and retained by the Executive for his use during the Term (other
than written materials that relate or are personal to the Executive), including all copies thereof,
whether of a confidential nature or otherwise.



     9. Restrictive Covenants.



          (a) For the purposes of this Agreement, the term “Competitive Enterprise” shall mean any
federal or state-chartered bank, trust company, savings and loan association, savings bank, credit
union, consumer finance company, bank holding company, savings and loan holding company, unitary
holding company, financial holding company or any of the foregoing types of entities in the process
of organization or application for federal or state regulatory approval and shall also include
other providers of financial services and entities that offer financial services or products that
compete with the financial services and products currently or in the future offered by the
Employer, F.N.B. Corporation or their respective subsidiaries or affiliates.




          (b) For a period of two years (the “Restricted Period”) immediately following the Termination
Date under this Agreement for any reason, the Executive shall not, provided that the Employer
remains in compliance with its obligations under this Agreement:





          (i) serve as a director, officer, employee or agent of, or act as a consultant or
advisor to, any Competitive Enterprise in any city or county in which the Employer, F.N.B.
Corporation or their respective subsidiaries or affiliates are then conducting business or
maintain an office. Notwithstanding the foregoing, the restriction does not apply to any
location where the Employer is conducting business if such location is west of the state of
Indiana;




          (ii) in any way, directly or indirectly, solicit, divert or contact any existing or
potential customer or business of the Employer, F.N.B. Corporation or any of their
respective subsidiaries or affiliates that the Executive solicited, had direct personal
knowledge of or transacted business with during the employment of the Executive by the
Employer for the purpose of selling any financial services or products that compete with the
financial services or products offered by the Employer, F.N.B. Corporation or their
respective subsidiaries and affiliates at the Termination Date; or




          (iii) solicit or assist in the employment of any employee of the Employer, F.N.B.
Corporation or their respective subsidiaries or affiliates for the purpose of becoming an
employee of or otherwise provide services for any Competitive Enterprise.



          (c) The Executive and the Employer agree after the period of Executive’s employment by the
Employer, neither shall make in any way, directly or indirectly, any oral or written statement,
comment or other communication designed or intended to impugn, disparage or otherwise malign, in a
material way, the reputation, ethics, competency, morality or qualification of the Executive and
the Employer, F.N.B. Corporation or any of their respective


11









 







subsidiaries or affiliates or any of their respective directors, officers, employees or
customers. In order for Executive’s alleged oral comments to be considered a breach of this
section, the person who heard the comment must provide a written affidavit.




          (d) The Executive agrees that all materials, inventions, discoveries, improvements or the like
that the Executive, individually or with others, may originate, develop or reduce to practice while
employed with the Employer (individually, a “Creation” and collectively, the “Creations”) shall, as
between the Employer and the Executive, belong to and be the sole property of the Employer. The
Executive hereby waives any and all “moral rights,” including, but not limited to, any right to
identification of authorship, right of approval on modifications or limitation on subsequent
modification, that the Executive may have in respect of any Creation. The Executive further
agrees, without further consideration, to promptly disclose each such Creation to the Board and to
such other individuals as the Board may direct. The Executive further agrees to execute and to
join others in executing such applications, assignments and other documents as may be necessary or
convenient to vest in the Employer or any client of the Employer, as appropriate, full title to
each such Creation and as may be reasonably necessary or convenient to obtain United States and
foreign patents or copyrights thereon to the extent the Employer or any client of the Employer, as
appropriate, may choose. The Executive further agrees to testify in any legal or administrative
proceeding relative to any such Creation whenever requested to do so by the Employer, provided that
the Employer agrees to reimburse the Executive for any reasonable expenses incurred in providing
such testimony.




          (e) The Executive agrees that following his termination of employment and during any period
that he is receiving payments or benefits under paragraph 5(b) of this Agreement, he will be
available on a reasonable basis consistent with and subject to the Executive’s other
responsibilities to assist the Employer or F.N.B. Corporation, and will upon request assist the
Employer or F.N.B. Corporation, (i) as necessary to ensure the orderly transition of his duties and
responsibilities and (ii) in the prosecution or defense of any claims, suits, litigation,
arbitrations, investigations, or other proceedings, whether pending or threatened involving the
Employer. Such assistance shall include, but not by way of limitation, attending meetings with and
truthfully and completely answering questions posed by representatives of the Employer. The
Employer shall reimburse the Executive for his reasonable and necessary expenses incurred at the
request of the Employer upon submission of appropriate supporting documents.




          (f) The parties hereto expressly agree that in the event that any of the provisions,
covenants, warranties or agreements in this Agreement are held to be in any respect an unreasonable
restriction upon the Executive or are otherwise invalid, for whatsoever cause, then the court so
holding is hereby authorized to (a) reduce the territory to which said covenant, warranty or
agreement pertains, the period of time in which said covenant, warranty or agreement operates or
the scope of activity to which said covenant, warranty or agreement pertains or (b) effect any
other change to the extent necessary to render any of the restrictions contained in this Agreement
enforceable.




     10. Section 409A Compliance. Notwithstanding any provision of this Agreement to the
contrary, this Agreement is intended to be exempt from or, in the alternative, comply with Code
Section 409A and the interpretive guidance thereunder, including the exceptions for short-term
deferrals, separation pay arrangements, reimbursements, and in-kind distributions. The Agreement
shall be construed and interpreted in accordance with such intent. In the event that



12









 







any guidance issued by the Secretary of the Treasury and the Internal Revenue Service with
respect to Code Section 409A would result in this Agreement violating the provisions of Code
Section 409A, the parties shall negotiate (in good faith) to make any corrections or revisions
hereunder which are reasonably necessary to prevent the inclusion in gross income of any amounts
payable hereunder in a taxable year that is prior to the taxable year or years in which such
amounts would otherwise actually be distributed or made available to the Executive or that would
cause the imposition of an excise tax on such amounts; provided, however, that such corrections or
revisions shall be in an amount and in a manner consistent with the previously agreed upon economic
terms of this Agreement.



     11. Representation and Warranty of the Executive. The Executive represents and
warrants that he is not under any obligation, contractual or otherwise, to any other firm or
corporation, which would prevent his entry into the employ of the Employer or his performance of
the terms of this Agreement.



     12. Entire Agreement; Amendment. This Agreement contains the entire agreement between
the Employer and the Executive with respect to the subject matter of this Agreement and supersedes
the Employment Agreement dated as of December 2, 2002, between the Executive and the Employer, and
may not be amended, waived, changed, modified or discharged except by an instrument in writing
executed by the parties hereto.



     13. Assignability. This Agreement shall be binding upon, and inure to the benefit of,
the Employer and its successors and assigns under this Agreement. This Agreement shall not be
assignable by the Executive, but shall inure to the benefit of the Executive’s heirs, executors,
administrators and legal representatives. The Employer shall require any subsequent successor,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business or assets of the Employer to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place.



     14. Notice. Any notice that may be given under this Agreement shall be in writing and
be deemed given when hand delivered and acknowledged or, if mailed, one day after mailing by
registered or certified mail, return receipt requested, or if delivered by an overnight delivery
service, one day after the notice is delivered to such service, to either party hereto at their
respective addresses stated above, or at such other address as either party may by similar notice
designate.



     15. Specific Performance. The Executive acknowledges that in the event that his
employment with the Employer terminates for any reason, he will be able to earn a livelihood
without violating the restrictions of paragraph 9, and that his ability to earn a livelihood
without violating such restrictions is a material condition to his employment with the Employer.
The Executive acknowledges that compliance with the covenants set forth in paragraphs 8 and 9 is
necessary to protect the business, goodwill and Confidential Information of the Employer, F.N.B.
Corporation and their clients and customers, and that a breach of these restrictions will
irreparably and continually damage the Employer, F.N.B. Corporation or their clients and customers
for which money damages may not be adequate. Consequently, the Executive agrees that, in the event
that he breaches any of these covenants, the Employer shall be entitled to a temporary, preliminary
or permanent injunction in order to prevent the continuation of such harm without any obligation to
post a bond. In addition, without limiting the Employer’s remedies for



13









 







any breach of any restriction on the Executive set forth in paragraphs 8 or 9 hereof, except
as required by law, the obligation of the Employer to pay any amounts payable to the Executive
under paragraph 5 of this Agreement is contingent upon Executive’s acting in accordance with the
covenants of paragraphs 8 and 9 and in the event of any material breach of such obligations, the
Employer’s obligation to make further payments shall terminate. Nothing in this agreement,
however, shall be construed to prohibit the Employer from also pursuing any other remedy, the
parties having agreed that all remedies are to be cumulative. The parties expressly agree that the
Employer may, in its sole discretion, choose to enforce the covenants in paragraphs 8 and 9 hereof
in part of to enforce any of said covenants to a lesser extent than that set forth herein.



     16. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended to confer upon any person or entity other than the parties (and the Executive’s heirs,
executors, administrators and legal representatives) any rights or remedies of any nature under or
by reason of this Agreement.



     17. Mitigation. Except as specifically provided in subparagraph 5(b)(i), the
Executive shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit
provided for in this Agreement be reduced by any compensation earned by the Executive as the result
of employment by another employer or by retirement benefits payable after the termination of this
Agreement.



     18. Waiver of Breach. The failure at any time to enforce or exercise any right under
any of the provisions of this Agreement or to require at any time performance by the other parties
of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or
to affect either the validity of this Agreement or any part hereof, or the right of any party
hereafter to enforce or exercise its rights under each and every provision in accordance with the
terms of this Agreement.



     19. No Attachment. Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be
null, void and of no effect; provided, however, that nothing in this paragraph 19 shall preclude
the assumption of such rights by executors, administrators or other legal representatives of the
Executive or his estate and their assigning any rights hereunder to the person or persons entitled
hereto.



     20. Severability. The invalidity or unenforceability of any term, phrase, clause,
paragraph, restriction, covenant, agreement or other provision hereof shall in no way affect the
validity or enforceability of any other provision, or any part thereof, but this Agreement shall be
construed as if such invalid or unenforceable term, phrase, clause, paragraph, restriction,
covenant, agreement or other provision had never been contained herein unless the deletion of such
term, phrase, clause, paragraph, restriction, covenant, agreement or other provision would result
in such a material change as to cause the covenants and agreements contained herein to be
unreasonable or would materially and adversely frustrate the objectives of the parties as expressed
in this Agreement.



14









 





     21. Survival. Any provision of this Agreement that provides a benefit to the
Executive and that by the express terms hereof does not terminate upon the expiration of the Term
shall survive the expiration of the Term and shall remain binding upon the Employer until such time
as such benefits are paid in full to the Executive or his estate. Notwithstanding any other
provision of this Agreement, the Executive’s obligations in paragraphs 8, 9, 14 and 22 shall
survive the termination of this Agreement.



     22. Construction and Dispute Resolution. This Agreement shall be governed by and
construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflict of laws. All headings in this Agreement have been inserted solely
for convenience of reference only, are not to be considered a part of this Agreement and shall not
affect the interpretation of any of the provisions of this Agreement. In the event of any dispute
or claim relating to or arising out of this Agreement (including, but not limited to, any claims of
breach of contract, wrongful termination or age, sex, race or other discrimination), the Executive
and the Employer agree that all such disputes shall be fully and finally resolved by binding
arbitration conducted by the American Arbitration Association (“AAA”) in Mercer County,
Pennsylvania in accordance with the AAA’s National Rules for the Resolution of Employment Disputes,
provided, however, that this arbitration provision shall not apply to, and the Employer shall be
free to seek, injunctive or other equitable relief with respect to any actual or threatened breach
or violation by the Executive of his obligations under paragraphs 8 and 9 hereof in any court
having appropriate jurisdiction. The Executive acknowledges that by accepting this arbitration
provision he is waiving any right to a jury trial in the event of a covered dispute. The
arbitrator may, but is not required, to order that the prevailing party shall be entitled to
recover from the losing party its attorneys’ fees and costs incurred in any arbitration arising out
of this Agreement.



     23. Voluntary Agreement. The Executive and the Employer represent and agree that each
has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions
of this Agreement, and is voluntarily entering into this Agreement. Each party represents and
agrees that such party has had the opportunity to review any and all aspects of this Agreement,
with the legal, tax and other advisor and advisors of such party’s choice before executing this
Agreement, and have been fully advised as to same. The Executive acknowledges that the Employer
has made no representations or warranties to the Executive concerning the terms, enforceability or
implications of this Agreement other than as are reflected in this Agreement. This Agreement has
been fully and freely negotiated by the parties hereto, shall be considered as having been drafted
jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without
construction in favor of or against any party on account of its or his participation in the
drafting hereof.



     24. Withholding and Offset. The Employer may withhold from any payment that it is
required to make under this Agreement amounts sufficient to satisfy applicable withholding
requirements under any federal, state or local law. The Executive further agrees that except as
provided in paragraph 15 of this Agreement, (i) any sums which Executive has acknowledged in
writing that is owed to the Employer or F.N.B. Corporation may be deducted from the Executive’s
paychecks (or any bonus checks) in amounts that are in accordance with applicable law, (ii) any
sums owed under the Executive’s Employer-provided charge card which is not an expense incurred by
Executive in connection with the performance of Executive’s duties and responsibilities under this
Agreement upon the termination of the Executive’s employment (for



15









 







whatever reason) may be deducted by the Employer or F.N.B. Corporation from any outstanding
paycheck in amounts that are in accordance with applicable law and make the Employer-provided
charge card payments on the Executive’s behalf, and (iii) he will execute such authorizations as
may be required by State law, if any, to permit and effectuate such deductions.



     25. Counterparts. The parties may execute this Agreement in one or more counterparts,
all of which together shall constitute but one Agreement.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




16









 








          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	FIRST NATIONAL BANK OF PENNSYLVANIA

 	 
	 	By:  	/s/ Stephen J. Gurgovits
 	 
	 	 	Stephen J. Gurgovits, Chairman of 	 
	 	 	The Board of Directors 	 
	 
	 	F.N.B. CORPORATION

 	 
	 	By:  	/s/ Stephen J. Gurgovits
 	 
	 	 	Stephen J. Gurgovits, 	 
	 	 	President & Chief Executive Officer
 	 
	 
	 	 	 
	 	     /s/ Gary J. Roberts
 	 
	 	Gary J. Roberts, Executive 	 
	 	 	 



17









 






	 	 	 	 	 



EXHIBIT A



AGREEMENT AND GENERAL RELEASE



This agreement (the “Release Agreement”) sets forth the terms and conditions relating to the
termination of your employment with First National Bank of Pennsylvania (the “Employer”).





	1.	 	The termination of your employment with the Employer will be effective [Date of Termination]
(the “Termination Date”). You agree that as of that date, you resign from all positions held
with the Employer or any entity under common control or affiliated with the Employer,
including director positions.
	 
	2.	 	In connection with the termination of your employment, you will receive payments of base
salary through the Termination Date plus compensation for your accrued but unused vacation, if
any, which will be subject to applicable withholding, taxes and other deductions and will be
paid to you no later than the Employer’s regular pay date for the next pay cycle following the
Termination Date. Provided that the Employer receives an executed copy of this Release
Agreement from you no later than [Date], you will receive certain additional payments
according to the Employment Agreement between you and the Employer dated as of
[                    ] (the “Employment Agreement”), less required withholding, taxes and other
deductions.
	 
	3.	 	Certain of the payments described above are payments that, absent the execution of this
Release Agreement, you would not otherwise be legally entitled to receive as a result of your
employment with the Employer or the termination of such employment. You understand and agree
that such payments are expressly conditioned upon your compliance with the terms of this
Release Agreement and continued compliance with the confidentiality and restrictive covenant
provisions of the Employment Agreement. Should you commit a material breach of any material
term of this Release Agreement or the Employment Agreement, you will not receive any further
payments from the Employer under this Release Agreement that absent the execution of this
Release Agreement, you would not otherwise have been legally entitled to receive. This
Paragraph shall not limit the Employer’s right to recover damages or obtain any other legal or
equitable relief to which it may be entitled by law.
	 
	4.	 	You represent and warrant that you are the sole owner of the actual or alleged claims,
demands, rights, causes of action and other matters relating to your employment with the
Employer or the cessation of your employment that are released herein; that the same have not
been assigned, transferred or disposed of




18









 






	 	 	by fact, by operation of law, or in any manner whatsoever; and that you have the full right
and power to grant, execute, and deliver the releases, undertakings and agreements contained
herein. You further represent and warrant that you have not filed or initiated any legal,
equitable, administrative or any other proceedings against any of the Released Parties (as
defined in Paragraph 5, below), and that no such proceeding has been filed or initiated on
your behalf.






	5.	 	You and anyone claiming through you, including your past, present, and future spouses, family
members, estate, heirs, agents, attorneys or representatives each hereby release, forever
discharge, and agree not to sue the Employer or any of its divisions, affiliates, related
entities or subsidiaries, or their trustees, fiduciaries, administrators, members, directors,
officers, agents, employees, attorneys and the predecessors, successors and assigns of each of
them (hereinafter jointly referred to as the “Released Parties’), with respect to any claims
or causes of action, whether known or unknown, that you now have, ever had, or will ever have
or may allege to have, against the Released Parties for or related in any way to your
employment with the Employer or any other Released Party, or the cessation of that employment,
including without limitation, any claim that could have been asserted under any federal,
state, or local statute, law, regulation, ordinance or executive order, including but not
limited to Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of
1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967
(29 U.S.C. §§621 et seq.), as amended by the Older Workers Benefit Protection Act (“ADEA”),
the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993,
or their related state and local law counterparts; any claims under the common law, including
without limitation, claims for wrongful or retaliatory discharge, defamation, or other
personal injury; and any claims for compensation (other than the payments provided for in
Paragraph 2 above), benefits, damages, costs and attorney fees. Except in connection with the
enforcement of this Release Agreement or your rights hereunder, in the event of any future
proceedings based upon any matter released herein, you recognize and agree that pursuant to
this Release Agreement you are not entitled to and shall not receive any further recovery.
	 
	6.	 	You are aware that hereafter there may be discovery of claims or facts in addition to or
different from those now known or believed to be true with respect to the matters addressed
herein. Nevertheless, it is the Parties’ intention to settle and release fully, finally and
forever all such matters and claims relative to your employment and association with the
Employer and its affiliates and the termination thereof which do now exist, may exist, or
heretofore have existed relating to such matters (except as may be specifically excluded
herein). In




19









 






	 	 	furtherance of this intention, the releases given herein shall be and remain in effect as a
full and complete release of all such matters, notwithstanding the discovery or existence of
any additional or different claims or facts relative to your employment, termination of
employment or association of the Employer.
	 
	7.	 	Excluded from this release and waiver are any claims that cannot be waived by law, including
but not limited to the right to participate in an investigation conducted by certain
government agencies. You are, however, waiving your right to any monetary recovery should any
such agency pursue any claims on your behalf.
	 
	8.	 	You agree never to sue any Released Party in any forum for any claim covered by the above
waiver and release language, except that you may bring a claim under the ADEA to challenge
this Release Agreement or enforce your rights hereunder. If you violate this Release
Agreement by suing any Released Party, other than under the ADEA or as otherwise set forth in
Paragraph 5 hereof, you shall be liable to the Employer and the Released Parties for their
reasonable attorneys’ fees and other litigation costs incurred in defending against such a
suit. Nothing in this Release Agreement is intended to reflect any party’s belief that your
waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties
that such claims are waived.
	 
	9.	 	You agree that you have no present or future right to employment with the Employer or its
affiliated or related entities.
	 
	10.	 	Except as otherwise provided herein, you agree to return to the Employer all keys, key cards
or other Employer property in your possession or control on the Termination Date.
	 
	11.	 	You understand and agree that in connection with your employment with the Employer, you have
acquired confidential proprietary information concerning the Employer’s operations. You agree
that you are subject to the confidentiality provisions of the Employment Agreement and that
you will not at any time, directly or indirectly (except to the extent required by law or
judicial process or as permitted by the Employer), disclose any confidential information that
you have learned by reason of your association with the Employer or use any such information
to the detriment of the Employer. You further agree that the restrictions contained in the
Employment Agreement are reasonable and necessary to protect the Employer’s legitimate
business interests, and that you will continue to comply with its terms notwithstanding the
termination of your employment.





20









 





	12.	 	Except as necessary to comply with the terms of this Release Agreement, the terms of this
Release Agreement, the substance of any negotiations leading up to this Release Agreement, and
any matters concerning your separation from employment with the Employer shall be kept
confidential by you. You and the Employer warrant and represent that neither will reveal or
engage in any conduct that might reveal the terms of this Release Agreement to anyone except
officers and employees of the Employer, its affiliates and subsidiaries, and its advisors and
agents, members of your immediate family, your attorney, and your tax advisor, except as
disclosure of such matters may be required by law. Notwithstanding anything to the contrary
in this Release Agreement, you (and each of your employees, representatives or other agents)
may disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the contemplated transaction and all materials of any kind (including opinions or
other tax analyses) that are provided to you relating to such tax treatment and tax structure.
	 
	13.	 	This Release Agreement does not constitute an admission by the Released Parties of any
violation of any federal, state, local or common law, regulation, ordinance or executive
order. The Released Parties expressly deny any such violation. This Release Agreement was
entered into by the parties solely to avoid litigation and/or arbitration.
	 
	14.	 	If any provision of this Release Agreement is determined by a court of competent jurisdiction
to be unenforceable in any respect, then such provision shall be deemed limited and restricted
to the maximum extent that the court shall deem the provision to be enforceable, or, in the
event that this is not possible, the provision shall be severed and all remaining provisions
shall continue in full force and effect. However, in the event that the waiver or release of
any claim is found to be invalid or unenforceable and cannot be modified as aforesaid, then
you agree that you will promptly execute any appropriate documents presented by the Employer
that would make the waiver or release valid and enforceable to the maximum extent permitted by
law. The invalidity or unenforceability of any provision of this Release Agreement shall not
affect the validity or enforceability of any other provision hereof.
	 
	15.	 	This Release Agreement and the Employment Agreement constitute the complete understanding and
agreement between the Employer and Executive regarding the subject matter hereof, and
supersede all prior discussions, negotiations and agreements, written or oral, between the
parties concerning such subject matter. The terms and conditions of this Release Agreement
may be modified and amended only by a written instrument signed by the parties to this




21









 






	 	 	Release Agreement. In the event of a conflict between this Release Agreement and the
Employment Agreement, this Release Agreement shall govern.
	 
	16.	 	This Release Agreement shall in all respects be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law
provisions. In the event of any dispute or claim relating to or arising out of the Employment
Agreement or this Agreement, the Executive and the Employer agree that all such disputes shall
be fully and finally resolved by binding arbitration conducted by the American Arbitration
Association (“AAA”) in Mercer County, Pennsylvania in accordance with the AAA’s National Rules
for the Resolution of Employment Disputes, provided, however, that this arbitration provision
shall not apply to, and the Employer shall be free to seek, injunctive or other equitable
relief with respect to any actual or threatened breach or violation by the Executive of his
obligations under paragraphs 8 and 9 hereof in any court having appropriate jurisdiction. The
Executive acknowledges that by accepting this arbitration provision he is waiving any right to
a jury trial in the event of a covered dispute. The arbitrator may, but is not required, to
order that the prevailing party shall be entitled to recover from the losing party its
attorneys’ fees and costs incurred in any arbitration arising out of this Agreement.
	 
	18.	 	By signing this Release Agreement, you acknowledge and represent that: (a) you have had at
least twenty-one (21) days to consider this Release Agreement and you have been advised of
your right to have your attorney review this Release Agreement, and have had an adequate
amount of time to discuss it with your attorney of choice; (b) you have read this Release
Agreement in its entirety and understand the meaning and application of each of its
provisions; (c) you are signing this Release Agreement voluntarily; and (d) you intend to be
bound by it. If you sign this Release Agreement prior to the expiration of twenty-one (21)
days after your receipt of this Release Agreement, you agree that you have done so voluntarily
and knowingly. You may revoke this Release Agreement and the Supplemental Release at any time
within seven (7) days from the date that you sign the Supplemental Release by giving written
notice to the Employer. This Release Agreement shall not be effective or enforceable and you
will not be entitled to any special payments as provided in Paragraph 2 above, until the seven
(7) day revocation period has expired.




If you agree to the terms set forth above, please sign, date and return the enclosed copy of this
Release Agreement to the Employer, on or before [Return date].




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         IN WITNESS WHEREOF, the parties have executed this Release Agreement effective as of the date
first above written.



	 	 	 	 	 
	 

	 	First National Bank of Pennsylvania	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Gary J. Roberts	 	 







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