ex10-o.htm


    
      

      

    

    
      Exhibit
        10(O)

      


      FNB
        CORPORATION

      2006
        INCENTIVE STOCK PLAN

      


      ARTICLE
        I

      Establishment,
        Purpose, and Duration

      


      1.1           Establishment
        of the Plan. FNB Corporation, a Virginia corporation (the “Company”), hereby
        establishes an incentive stock plan for the Company and its Subsidiaries
        to be
        known as the “FNB Corporation 2006 Incentive Stock Plan,” as set forth in this
        document. Unless otherwise defined herein, all capitalized terms shall have
        the
        meanings set forth in Section 2.1 herein. The Plan permits the grant of
        Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
        Rights,
        Restricted Stock, Restricted Stock Units, and Stock Awards to Employees;
        and
        Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
        Restricted Stock Units, Stock Awards, and Stock Payment Awards to Non-Employee
        Directors.

      


      The
        Plan was adopted by the Board of
        Directors of the Company on February 23, 2006, and shall become effective
        on May 9, 2006 (the “Effective Date”), subject to the approval by vote of
        shareholders of the Company in accordance with applicable laws. Awards under
        the
        Plan may not be granted prior to the later of the Effective Date of the Plan
        or
        the date of shareholder approval of the Plan.

      


      1.2           Purpose
        of the Plan. The purpose of the Plan is to promote the success of the
        Company and its Subsidiaries by providing incentives to Employees and
        Non-Employee Directors that will promote the identification of their personal
        interest with the long-term financial success of the Company and with growth
        in
        shareholder value. The Plan is designed to provide flexibility to the Company
        and its Subsidiaries, in its ability to motivate, attract, and retain the
        services of Employees and Non-Employee Directors upon whose judgment, interest,
        and effort the successful conduct of its operation is largely
        dependent.

      


      1.3           Duration
        of the Plan. The Plan shall commence on the Effective Date, as described in
        Section 1.1 herein, and shall remain in effect, subject to the right of the
        Board of Directors to terminate the Plan at any time pursuant to Article
        XIV
        herein, until May 8, 2016 (the “Term”), at which time it shall terminate
        except with respect to Awards made prior to, and outstanding on, that date,
        which shall remain valid in accordance with their terms.

      


      ARTICLE
        II

      Definitions

      


      2.1           Definitions.
        Except as otherwise defined in the Plan, the following terms shall have the
        meanings set forth below:

      


      (a)           “Agreement”
        means a written agreement implementing the grant of each Award signed by
        an
        authorized officer or director of the Company and by the
        Participant.

      


      (b)           “Award”
        or “Grant” means, individually or collectively, a grant under the Plan of
        Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
        Rights,
        Restricted Stock, Restricted Stock Units, Stock Awards, or Stock Payment
        Awards.

      


      (c)           “Award
        Date” or “Grant Date” means the date on which an Award is made by the Committee
        under the Plan.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
 

      (d)           “Board”
        or “Board of Directors” means the Board of Directors of the Company, unless such
        term is used with respect to a Subsidiary, in which event it shall mean the
        Board of Directors of that Subsidiary.

      


      (e)           “Change
        in Control” means the occurrence, on or after the Effective Date, of any of the
        following:

      


      (i)           the
        closing of a corporate reorganization in which the Company (or its successor)
        becomes a subsidiary of a holding company, the majority of the common stock
        of
        which is owned by persons who did not own the majority of the common stock
        of
        the Company (or its successor) immediately prior to the
        reorganization;

      


      (ii)           individuals
        who constitute the Board on the Effective Date (the “Incumbent Board”) cease for
        any reason to constitute at least a majority thereof; provided that any person
        becoming a director subsequent to the date hereof whose nomination for election
        was approved by a vote of at least three-quarters (3/4) of the directors
        comprising the Incumbent Board shall be considered as though such person
        were a
        member of the Incumbent Board for purposes of this paragraph;

      


      (iii)           the
        closing of the merger of the Company (or its successor) with or into another
        person; or

      


      (iv)           the
        closing of the sale, conveyance, or other transfer of substantially all of
        the
        assets of the Company (or its successor) to another person.

      


      For
        purposes hereof, the term “person” shall include any individual, corporation,
        partnership, group, association, or other “person,” as such term is used in
        Section 14(d) of the Securities Exchange Act of 1934, as amended, other than
        the
        Company (or its successor); any entity in which the Company (or its successor)
        owns a majority of the voting interest; or any employee benefit plan(s)
        sponsored by the Company (or its successor).

      


      (f)           “Code”
        means the Internal Revenue Code of 1986, as amended from time to
        time.

      


      (g)           “Committee”
        means the committee of the Board appointed to administer the Plan pursuant
        to
        Article III herein, all of the members of which shall be “non-employee
        directors” as defined in Rule 16b-3, as amended, under the Exchange Act, or any
        similar or successor rule, and “outside directors” within the meaning of Section
        162(m)(4)(C)(i) of the Code, as amended. Unless otherwise determined by the
        Board of Directors, the Committee shall consist of all members of the Board
        of
        Directors of the Company who are both non-employee directors and outside
        directors (as hereinbefore defined).

      


      (h)           “Company”
        means FNB Corporation, or any successor thereto as provided in Article XVI
        herein.

      


      (i)           “Employee”
        means a current or prospective officer or other employee of the Company or
        its
        Subsidiaries (including any corporation, partnership, limited liability company,
        or joint venture, which becomes a Subsidiary after the adoption of the Plan
        by
        the Board).

      


      (j)           “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      (k)           “Fair
        Market Value” of a Share means (A)(i) with respect to Awards other than
        Stock Payment Awards, made prior to December 21, 2006, the mean between the
        high
        and low sales price of the Stock on the relevant date if it is a trading
        date
        or, if not, on the most recent date on which the Stock was traded prior to
        such
        date, as reported by the NASDAQ Stock Market; (ii) with respect to Awards
        other than Stock Payment Awards, made on or after December 21, 2006, the
        closing
        market price (that is, the price at which last sold on the applicable principal
        U.S. market) of the Stock on the relevant date if it is a trading date or,
        if
        not, on the most recent date on which the Stock was traded prior to such
        date,
        as reported by the NASDAQ Stock Market; (iii) with respect to Stock Payment
        Awards, the average closing sale price of the Stock based upon the closing
        sales
        price of the Stock, as reported by the NASDAQ Stock Market, for all trading
        dates from the beginning of the relevant calendar quarter or month up through
        and including the Determination Date for that quarter or month (as defined
        in
        Article XI); or (B) if, in the opinion of the Committee, the respective method
        is inapplicable or inappropriate for any reason, the fair market value as
        determined pursuant to a reasonable method adopted by the Committee in good
        faith for such purpose.

      


      (l)           “Incentive
        Stock Option” or “ISO” means an option to purchase Stock, granted under Article
        VI herein, which is designated as an incentive stock option and is intended
        to
        meet the requirements of Section 422 of the Code.

      


      (m)           “Non-Employee
        Director” means an individual who is a member of the Board of the Company or a
        Subsidiary and who is not an employee of the Company or Subsidiary (including
        any corporation, partnership, limited liability company, or joint venture,
        which
        becomes a Subsidiary after the adoption of the Plan by the Board).

      


      (n)           “Non-Qualified
        Stock Option” or “NQSO” means an option to purchase Stock, granted under Article
        VI, which is not intended to be an Incentive Stock Option.

      


      (o)           “Option”
        means an Incentive Stock Option or a Non-Qualified Stock Option.

      


      (p)           “Participant”
        means an Employee or Non-Employee Director who is granted or receives an
        Award
        under the Plan.

      


      (q)           “Performance
        Goal” means one or more performance measures or goals set by the Committee in
        its discretion for each grant of a performance-based compensation Award.
        The
        extent to which such performance measures or goals are met will determine
        the
        amount or value of the performance-based compensation Award that a Participant
        is entitled to exercise, receive, or retain. Performance Goals may be particular
        to a Participant; may relate to the performance of the Subsidiary, division,
        strategic business unit, or line of business that employs him; or may be
        based
        on the performance of the Company generally. Performance Goals may be based
        on
        Stock value or increases therein; earnings per share or earnings per share
        growth; net earnings, earnings, or earnings growth (before or after one or
        more
        of taxes, interest, depreciation, and/or amortization); operating profit;
        operating cash flow; operating or other expenses; operating efficiency; return
        on equity, assets, capital, or investment; sales or revenues or growth thereof;
        deposit, loan, and/or equity levels or growth thereof; working capital targets
        or cost control measures; regulatory compliance; gross, operating, or other
        margins; efficiency ratio (as generally recognized and used for bank financial
        reporting and analysis); interest income; non-interest income; credit quality;
        net charge-offs and/or non-performing assets (excluding such loans or classes
        of
        loans as may be designated for exclusion); productivity; customer satisfaction;
        satisfactory internal or external audits; improvement of financial ratings;
        achievement of balance sheet or income statement objectives; quality measures;
        and any component or components of the foregoing (including, without limitation,
        determination thereof with or without the effect of discontinued operations
        and
        dispositions of business segments, non-recurring items, material extraordinary
        items that are both unusual and infrequent, special charges, and/or accounting
        changes), or implementation, management, or completion of critical projects
        or
        processes. Performance Goals may include a threshold level of performance
        below
        which no payment or vesting may occur, levels of performance at which specified
        payments or specified vesting will occur, and a maximum level of performance
        above which no additional payment or vesting will occur. Performance Goals
        may
        be absolute in their terms or measured against or in relationship to a market
        index; a group of other companies comparably, similarly, or otherwise situated;
        or a combination thereof. Each of the Performance Goals shall be determined,
        where applicable and except as provided above, in accordance with generally
        accepted accounting principles.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

      The
        Committee, in its sole discretion
        but subject to any limitations under Section 162(m) of the Code in the case
        of
        an Award intended to qualify as “performance-based compensation” under Section
        162(m) of the Code, may adjust any evaluation of performance under a Performance
        Goal to take into account any of the following events that occur during a
        performance period:  (i) asset write-downs, (ii) litigation or claim
        judgments or settlements, (iii) the effect of changes in tax law, accounting
        principles, or other such laws or provisions affecting reported results,
        (iv)
        accruals for reorganization and restructuring programs, and (v) any
        extraordinary non-recurring items as described in Accounting Principles Board
        Opinion No. 30 (or in any replacement thereof) and/or in management’s
        discussion and analysis of financial condition and results of operations
        appearing in the Company’s annual report to stockholders for the applicable
        year.

      


      Prior
        to the payment of any
        compensation under an Award intended to qualify as “performance-based
        compensation” under Section 162(m) of the Code, the Committee shall certify the
        extent to which any Performance Goal and any other material terms under such
        Award have been satisfied (other than in cases where such relate solely to
        the
        increase in the value of Stock).

      


      (r)           “Period
        of Restriction” means the period during which Restricted Stock or Restricted
        Stock Units are restricted, pursuant to Article VIII or IX herein.

      


      (s)           “Plan”
        means the FNB Corporation 2006 Incentive Stock Plan, as described and as
        hereafter from time to time amended.

      


      (t)           “Restricted
        Stock” means an Award of Stock granted to a Participant pursuant to Article VIII
        herein.

      


      (u)           “Restricted
        Stock Unit” means an Award, designated as a Restricted Stock Unit, which is a
        bookkeeping entry granted to a Participant pursuant to Article IX herein
        and
        valued by reference to the Fair Market Value of a Share, which is subject
        to
        restrictions and forfeiture until the designated conditions for the lapse
        of the
        restrictions are satisfied. A Restricted Stock Unit is sometimes referred
        to as
        a “Restricted Unit.” Restricted Stock Units represent an unfunded and unsecured
        obligation of the Company, except as otherwise provided for by the
        Committee.

      


      (v)           “Stock”
        or “Shares” means the common stock of the Company.

      


      (w)           “Stock
        Appreciation Right” or “SAR” means an Award, designated as a stock appreciation
        right, granted to a Participant pursuant to Article VII herein.

      


      (x)           “Stock
        Award” means an award of Stock granted to a Participant pursuant to Article X
        herein.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
 

      (y)           “Stock
        Payment Award” means an award of Stock made to a Non-Employee Director in
        payment of director fees (retainer and meeting attendance fees) in accordance
        with the formula and other provisions established in Article XI
        herein.

      


      (z)           “Subsidiary”
        means any subsidiary corporation of the Company within the meaning of Section
        424(f) of the Code (“Section 424(f) Corporation”) and any partnership, limited
        liability company or joint venture in which either the Company or a Section
        424(f) Corporation is at least a fifty percent (50%) equity
        participant.

      


      ARTICLE
        III

      Administration

      


      3.1           The
        Committee.  The Plan shall be administered by the Committee, which
        shall have all powers necessary or desirable for such administration. The
        express grant in the Plan of any specific power to the Committee shall not
        be
        construed as limiting any power or authority of the Committee. In addition
        to
        any other powers and subject to the provisions of the Plan, the Committee
        shall
        have the following specific powers:  (i) to determine the terms
        and conditions upon which the Awards may be made and exercised; (ii) to
        determine all terms and provisions of each Agreement, which need not be
        identical; (iii) to construe and interpret the Agreements and the Plan;
        (iv) to establish, amend, or waive rules or regulations for the Plan’s
        administration; (v) to accelerate the exercisability of any Award or the
        termination of any Period of Restriction or other restrictions imposed under
        the
        Plan; and (vi) to make all other determinations and take all other actions
        necessary or advisable for the administration of the Plan.

      


      The
        Chairman of the Committee and such
        other directors and officers of the Company as shall be designated by the
        Committee are hereby authorized to execute Agreements on behalf of the Company
        and to cause them to be delivered to the recipients of Awards.

      


      For
        purposes of determining the
        applicability of Section 422 of the Code (relating to Incentive Stock Options),
        or in the event that the terms of any Award provide that it may be exercised
        only during employment or service or within a specified period of time after
        termination of employment or service, the Committee may decide to what extent
        leaves of absence for governmental or military service, illness, temporary
        disability, or other reasons shall not be deemed interruptions of employment
        or
        service or continuous employment or service.

      


      Subject
        to limitations under applicable
        law, the Committee is authorized in its discretion to issue Awards and/or
        accept
        notices, elections, consents, and/or other forms or communications by
        Participants by electronic or similar means, including, without limitation,
        transmissions through e-mail, voice mail, recorded messages on electronic
        telephone systems, and other permissible methods, on such basis and for such
        purposes as it determines from time to time.

      


      A
        majority of the entire Committee
        shall constitute a quorum and the action of a majority of the members present
        at
        any meeting at which a quorum is present (in person or as otherwise permitted
        by
        applicable law), or acts approved in writing by a majority of the Committee
        without a meeting, shall be deemed the action of the Committee.

      


      3.2           Selection
        of Participants.  Except where required in the case of Stock
        Payment Awards in Article XI, the Committee shall have the authority to grant
        Awards under the Plan, from time to time, to such Employees and/or Non-Employee
        Directors as may be selected by it to be Participants. Each Award shall be
        evidenced by an Agreement.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
 

      3.3           Decisions
        Binding.  All determinations and decisions made by the Board or
        the Committee pursuant to the provisions of the Plan shall be final, conclusive,
        and binding.

      


      3.4           Requirements
        of Rule 16b-3 and Section 162(m) of the Code.  Notwithstanding any
        other provision of the Plan, the Board or the Committee may impose such
        conditions on any Award, and amend the Plan in any such respects, as may
        be
        required to satisfy the requirements of Rule 16b-3, as amended (or any successor
        or similar rule), under the Exchange Act.

      


      Any
        provision of the Plan to the
        contrary notwithstanding, and except to the extent that the Committee determines
        otherwise:  (i) transactions by and with respect to officers and
        directors of the Company who are subject to Section 16(b) of the Exchange
        Act
        (hereafter, “Section 16 Persons”) shall comply with any applicable conditions of
        Rule 16b-3; (ii) transactions with respect to persons whose remuneration is
        subject to the provisions of Section 162(m) of the Code shall conform to
        the
        requirements of Section 162(m)(4)(C) of the Code; and (iii) every provision
        of the Plan shall be administered, interpreted, and construed to carry out
        the
        foregoing provisions of this sentence.

      


      Notwithstanding
        any provision of the
        Plan to the contrary, the Plan is intended to give the Committee the authority
        to grant Awards that qualify as performance-based compensation under Section
        162(m)(4)(C) of the Code as well as Awards that do not so qualify. Every
        provision of the Plan shall be administered, interpreted, and construed to
        carry
        out such intention, and any provision that cannot be so administered,
        interpreted, and construed shall to that extent be disregarded; and any
        provision of the Plan that would prevent an Award that the Committee intends
        to
        qualify as performance-based compensation under Section 162(m)(4)(C) of the
        Code
        from so qualifying shall be administered, interpreted, and construed to carry
        out such intention, and any provision that cannot be so administered,
        interpreted, and construed shall to that extent be disregarded.

      


      3.5           Indemnification
        of the Committee.  In addition to such other rights of
        indemnification as they may have as directors or as members of the Committee,
        the members of the Committee shall be indemnified by the Company against
        reasonable expenses, including attorneys’ fees, actually and reasonably incurred
        in connection with the defense of any action, suit, or proceeding, or in
        connection with any appeal therein, to which they or any of them may be a
        party
        by reason of any action taken or failure to act under or in connection with
        the
        Plan or any Award granted or made hereunder, and against all amounts reasonably
        paid by them in settlement thereof or paid by them in satisfaction of a judgment
        in any such action, suit, or proceeding, if such members acted in good faith
        and
        in a manner that they believed to be in, and not opposed to, the best interests
        of the Company and its Subsidiaries.

      


      ARTICLE
        IV

      Stock
        Subject to the Plan

      


      4.1           Number
        of Shares.  Subject to adjustment as provided in Section 4.3
        herein, the maximum aggregate number of Shares that may be issued pursuant
        to
        Awards made under the Plan shall not exceed the sum of (i) 700,000 reduced
        by that number of Shares represented by outstanding awards under the FNB
        Corporation 2000 Incentive Stock Plan on the Effective Date of this Plan
        and
        (ii) that number of Shares represented by awards under the FNB Corporation
        2000 Incentive Stock Plan that are outstanding on, and that expire or are
        otherwise terminated or forfeited at any time after, the Effective Date.
        No more
        than one-half of the aggregate number of such Shares shall be issued in
        connection with Restricted Stock, Restricted Stock Units, Stock Awards, and
        Stock Payment Awards. Except as provided in Section 4.2 herein, only Shares
        actually issued in connection with the exercise of, or as other payment for,
        Awards under the Plan shall reduce the number of Shares available for future
        Awards under the Plan.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
 

      4.2           Lapsed
        Awards or Forfeited Shares; Shares Used as Payment of Exercise Price or
        for Taxes.

      


      4.2(a)                      If
        any Award granted under the Plan terminates, expires, or lapses for any reason
        other than by virtue of exercise of the Award, or if Shares issued pursuant
        to
        Awards are forfeited, any Stock subject to such Award again shall be available
        for the grant of an Award under the Plan.

      


      4.2(b)                      In
        the event a Participant pays the Option Price for Shares pursuant to the
        exercise of an Option with previously acquired Shares, the number of Shares
        available for future Awards under the Plan shall be reduced only by the net
        number of new Shares issued upon the exercise of the Option. In addition,
        in
        determining the number of shares of Stock available for Awards, if Stock
        has
        been delivered or exchanged by, or withheld from, a Participant as full or
        partial payment to the Company for payment of withholding taxes, or if the
        number of shares of Stock otherwise deliverable by the Company has been reduced
        for payment of withholding taxes, the number of shares of Stock exchanged
        by or
        withheld from a Participant as payment in connection with the withholding
        tax or
        so reduced by the Company shall again be available for the grant of an Award
        under the Plan.

      


      4.3           Capital
        Adjustments.  The number and class of Shares subject to each
        outstanding Award, the Option Price, and the annual limits on and the aggregate
        number and class of Shares for which Awards thereafter may be made shall
        be
        proportionately, equitably, and appropriately adjusted in such manner as
        the
        Committee shall determine in order to retain the economic value or opportunity
        to reflect any stock dividend, stock split, recapitalization, merger,
        consolidation, reorganization, reclassification, combination, exchange of
        shares
        or similar event in which the number or class of Shares is changed without
        the
        receipt or payment of consideration by the Company. Where an Award being
        adjusted is an ISO or is subject to Section 409A of the Code, the adjustment
        shall also be effected so as to comply with Section 424(a) of the Code and
        not
        to constitute a modification within the meaning of Section 424(h) or 409A,
        as
        applicable, of the Code.

      


      ARTICLE
        V

      Eligibility

      


      Persons
        eligible to participate in the
        Plan and receive Awards are all Employees and all Non-Employee Directors
        who, in
        the opinion of the Committee, merit becoming Participants.

      


      In
        addition, Non-Employee Directors may
        elect to receive Stock Payment Awards under the Plan pursuant to Article
        XI.

      


      ARTICLE
        VI

      Stock
        Options

      


      6.1           Grant
        of Options.  Subject to the terms and provisions of the Plan,
        Options may be granted to Employees and Non-Employee Directors at any time
        and
        from time to time as shall be determined by the Committee. The Committee
        shall
        have complete discretion in determining the number of Shares subject to Options
        granted to each Participant, provided, however, that (i) no Participant may
        be granted Options in any calendar year for more than 40,000 Shares,
        (ii) the aggregate Fair Market Value (determined at the time the Award is
        made) of Shares with respect to which any Participant may first exercise
        ISOs
        granted under the Plan during any calendar year may not exceed $100,000 or
        such
        amount as shall be specified in Section 422 of the Code and rules and
        regulations thereunder, (iii) no ISO may be granted on or following the
        tenth anniversary of the earlier of the Effective Date of the Plan or the
        date
        of shareholder approval of the Plan, and (iv) no ISO may be granted to a
        Non-Employee Director.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
 

      6.2           Option
        Agreement.  Each Option grant shall be evidenced by an Agreement
        that shall specify the type of Option granted; the Option Price (as defined
        in
        Section 6.3 herein); the duration of the Option; the number of Shares to
        which
        the Option pertains; any conditions imposed upon the exercisability of Options
        in the event of retirement, death, disability, or other termination of
        employment or service; and such other provisions as the Committee shall
        determine. The Agreement shall specify whether the Option is intended to
        be an
        Incentive Stock Option within the meaning of Section 422 of the Code, or
        a
        Non-Qualified Stock Option not intended to be an Incentive Stock Option within
        the meaning of Section 422 of the Code, provided, however, that, if an Option
        is
        intended to be an Incentive Stock Option but fails to be such for any reason,
        it
        shall continue in full force and effect as a Non-Qualified Stock
        Option.

      


      6.3           Option
        Price.  The exercise price per Share of Stock covered by an Option
        (“Option Price”) shall be determined by the Committee subject to the following
        limitations. The Option Price shall not be less than 100 percent of the Fair
        Market Value of such Stock on the Grant Date. In addition, in order for an
        Option to be an ISO where an Option is granted to an Employee who, at the
        time
        of grant, owns (within the meaning of Section 424(d) of the Code) stock
        possessing more than 10 percent of the total combined voting power of all
        classes of stock of the Company, the Option must have an Option Price that
        is at
        least equal to 110 percent of the Fair Market Value of the Stock on the Grant
        Date.

      


      6.4           Duration
        of Options.  Each Option shall expire at such time as the
        Committee shall determine at the time of grant, provided, however, that no
        ISO
        shall be exercisable after the expiration of ten years from its Award Date.
        In
        addition, in order for an Option to be an ISO where an Option is granted
        to an
        Employee who, at the time of grant, owns (within the meaning of Section 424(d)
        of the Code) stock possessing more than 10 percent of the total combined
        voting
        power of all classes of stock of the Company, the Option must not be exercisable
        after the expiration of five years from its Award Date.

      


      6.5           Exercisability.  Options
        granted under the Plan shall be exercisable at such times and be subject
        to such
        restrictions and conditions as the Committee shall determine, which need
        not be
        the same for all Participants.

      


      6.6           Method
        of Exercise.  Options shall be exercised by the delivery of a
        written notice to the Company in the form prescribed by the Committee setting
        forth the number of Shares with respect to which the Option is to be exercised,
        accompanied by full payment for the Shares. The Option Price shall be payable
        to
        the Company in full either in cash, by delivery of Shares of Stock valued
        at
        Fair Market Value at the time of exercise, by delivery of a promissory note
        (in
        the Committee’s discretion and subject to restrictions and prohibitions of
        applicable law) or by a combination of the foregoing.

      


      To
        the extent permitted under the
        applicable laws and regulations, at the request of the Participant and with
        the
        consent of the Committee, the Company agrees to cooperate in a “cashless
        exercise” of an Option. The cashless exercise shall be effected by the
        Participant delivering to a securities broker instructions to exercise all
        or
        part of the Option, including instructions to sell a sufficient number of
        shares
        of Stock to cover the costs and expenses associated therewith.

      


      As
        soon as practicable, after receipt
        of written notice and payment of the Option Price and completion of payment
        of
        (or an arrangement satisfactory to the Company for the Participant to pay)
        any
        tax withholding required in connection with the Option exercise, the Company
        shall cause the appropriate number of Shares to be issued in the Participant’s
        name, which issuance shall be effected in book entry or electronic form,
        provided that issuance and delivery in certificated form shall occur if the
        Participant so requests or the Committee so directs.

      


      6.7           Restrictions
        on Stock Transferability.  The Committee shall impose
        such restrictions on any Shares acquired pursuant to the exercise of an Option
        under the Plan as it may deem advisable, including, without limitation,
        restrictions under applicable Federal securities law, under any stock exchange
        upon which such Shares are then listed, and under any blue sky or state
        securities laws applicable to such Shares. In the event the Committee so
        provides in an Agreement pertaining to an Option, Stock delivered on exercise
        of
        the Option may be designated as Restricted Stock or Stock subject to a buyback
        right by the Company in the amount of, or based on, the Option Price therefor
        or
        otherwise in the event the Participant does not complete a specified service
        period after exercise.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      
 

      ARTICLE
        VII

      Stock
        Appreciation Rights

      


      7.1           Grant
        of Stock Appreciation Rights. Subject to the terms and conditions
        of the Plan, Stock Appreciation Rights may be granted to Employees and
        Non-Employee Directors at the discretion of the Committee, provided, however,
        that no Participant may be granted more than 40,000 SARs in any calendar
        year.

      


      7.2           SAR
        Agreement.  Each SAR grant shall be evidenced by an Agreement that
        shall specify the Base Value (as defined in Section 7.5); the duration of
        the
        SAR; the number of Shares to which the SAR pertains; any conditions imposed
        upon
        the exercisability of the SAR in the event of retirement, death, disability,
        or
        other termination of employment or service; and such other provisions as
        the
        Committee shall determine consistent with the Plan. SARs granted under the
        Plan
        shall be exercisable at such times and be subject to such restrictions and
        conditions as the Committee shall determine, which need not be the same for
        all
        Participants.

      


      7.3           Exercise
        of SARs. SARs may be exercised with respect to all or part of the
        Shares upon whatever terms and conditions the Committee, in its sole discretion,
        imposes upon such SARs. A SAR shall be exercised by delivery to the Committee
        of
        a notice of exercise in the form prescribed by the Committee.

      


      7.4           Other
        Conditions Applicable to SARs.  In no event shall the term of any
        SAR granted under the Plan exceed ten years from the Grant Date. A SAR may
        be
        exercised only when the Fair Market Value of a Share exceeds the Base Value
        (as
        defined in Section 7.5).

      


      7.5           Payment
        Upon Exercise of SARs.  Subject to the provisions of the
        Agreement, upon the exercise of a SAR, the Participant is entitled to receive,
        without any payment to the Company (other than required tax withholding
        amounts), an amount (the “SAR Value”) equal to the product of multiplying
        (i) the number of Shares with respect to which the SAR is exercised by (ii)
        an amount equal to the excess of (A) the Fair Market Value per Share on the
        date
        of exercise of the SAR over (B) the “Base Value” of the SAR designated in the
        Agreement (which “Base Value” shall be the Fair Market Value per Share on the
        Award Date or any amount greater than such Fair Market Value stated as the
        Base
        Value in the Agreement).

      


      Payment
        of the SAR Value to the
        Participant shall be made (i) in Shares valued at the Fair Market Value on
        the date of exercise in the case of an immediate payment after exercise,
        (ii) in cash, or (iii) in a combination thereof as determined by the
        Committee, either at the time of the Award or, unless otherwise provided
        in the
        applicable Agreement, thereafter, and as provided in the Agreement.

      


      To
        the extent required to satisfy the
        conditions of Rule 16b-3(e) under the Exchange Act, or any successor or similar
        rule, or as otherwise provided in the Agreement, the Committee shall have
        the
        sole discretion to consent to or disapprove the election of any Participant
        to
        receive cash in full or partial settlement of a SAR. In cases where an election
        of settlement in cash must be consented to by the Committee, the Committee
        may
        consent to or disapprove such election at any time after such election, or
        within such

      period
        for taking action as is specified in the election, and failure to give consent
        shall be disapproval. Consent may be given in whole or as to a portion of
        the
        SAR surrendered by the Participant. If the election to receive cash is
        disapproved in whole or in part, the SAR shall be deemed to have been exercised
        for Shares, or, if so specified in the notice of exercise and election, not
        to
        have been exercised to the extent the election to receive cash is
        disapproved.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      
 

      7.6           Restrictions
        on Stock Transferability.  The Committee shall impose
        such restrictions on any Shares acquired pursuant to the exercise of a SAR
        under
        the Plan as it may deem advisable, including, without limitation, restrictions
        under applicable Federal securities law, under any stock exchange upon which
        such Shares are then listed, and under any blue sky or state securities laws
        applicable to such Shares. In the event the Committee so provides in an
        Agreement pertaining to a SAR, Stock delivered on exercise of the SAR may
        be
        designated as Restricted Stock in the event the Participant does not complete
        a
        specified service period after exercise.

      


      ARTICLE
        VIII

      Restricted
        Stock

      


      8.1           Grant
        of Restricted Stock.  Subject to the terms and conditions of the
        Plan, the Committee, at any time and from time to time, may grant Shares
        of
        Restricted Stock under the Plan to such Employees and Non-Employee Directors
        and
        in such amounts as it shall determine, provided, however, that no Participant
        may be granted more than 20,000 Shares of Restricted Stock in any calendar
        year.
        Participants receiving Restricted Stock Awards are not required to pay the
        Company therefor (except for applicable tax withholding) other than the
        rendering of services. As determined by the Committee, Shares of Restricted
        Stock may be issued in book entry or electronic form or in certificated form.
        Unless otherwise determined by the Committee, custody of Shares of Restricted
        Stock in certificated form shall be retained by the Company until the
        termination of the Period of Restriction pertaining thereto.

      


      8.2           Restricted
        Stock Agreement.  Each Restricted Stock Award shall be evidenced
        by an Agreement that shall specify the Period of Restriction, the number
        of
        Shares of Restricted Stock granted, and the applicable restrictions (whether
        service-based restrictions, with or without performance acceleration, and/or
        performance-based restrictions) and such other provisions as the Committee
        shall
        determine. If an Award of Restricted Stock is intended to be a performance-based
        compensation Award, the terms and conditions of such Award, including the
        Performance Goal(s) and Period of Restriction and, if different, performance
        period, shall be set forth in an Agreement or in a subplan of the Plan, which
        is
        incorporated by reference into an Agreement, and the requirements to satisfy
        or
        achieve the Performance Goal(s) as so provided therein shall be considered
        to be
        restrictions under the Plan.

      


      8.3           Other
        Restrictions.  The Committee may impose such other restrictions
        under applicable Federal or state securities laws as it may deem advisable,
        and
        may legend the certificates representing Restricted Stock to give appropriate
        notice of such restrictions.

      


      8.4           Certificate
        Legend.  In addition to any legends placed on certificates
        pursuant to Section 8.3 herein, each certificate representing Shares of
        Restricted Stock granted pursuant to the Plan shall bear the following
        legend:

      


      “The
        sale
        or other transfer of the shares of stock represented by this certificate,
        whether voluntary, involuntary, or by operation of law, is subject to certain
        restrictions on transfer set forth in the FNB Corporation 2006 Incentive
        Stock
        Plan, in the rules and administrative procedures adopted pursuant to such
        Plan,
        and in an associated Restricted Stock Agreement. A copy of the Plan, such
        rules
        and procedures, and the applicable Restricted Stock Agreement may be obtained
        from the Secretary of FNB Corporation.”

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      
 

      8.5           Removal
        of Restrictions.  Except as otherwise provided in this Article,
        Shares of Restricted Stock covered by each Restricted Stock Award made under
        the
        Plan shall become freely transferable by the Participant after the last day
        of
        the Period of Restriction and, where applicable, after a determination of
        the
        satisfaction or achievement on any applicable Performance Goal(s) by the
        Committee. Once the Shares are released from the restrictions, the legend
        required by Section 8.4 herein shall be removed and, unless and until the
        Participant requests in writing, or the Committee directs, issuance and delivery
        in certificated form, the Shares of Stock may remain in book entry or electronic
        form.

      


      8.6           Voting
        Rights.  Unless otherwise provided in the Agreement, during the
        Period of Restriction, Participants holding Shares of Restricted Stock granted
        hereunder may exercise voting rights with respect to those Shares.

      


      8.7           Dividends
        and Other Distributions.  Unless otherwise provided in the
        Agreement (which may or may not provide for the accumulation and payment
        of
        dividends and other distributions made in cash or property other than Shares
        until the Shares of Restricted Stock to which the dividends and other
        distributions relates vest), during the Period of Restriction, Participants
        entitled to or holding Shares of Restricted Stock granted hereunder shall
        be
        entitled to receive all dividends and other distributions made in cash or
        property other than Shares with respect to those Shares of Restricted Stock.
        If
        any dividends or distributions are paid in Shares, such Shares shall be subject
        to the same restrictions on transferability and the same rules for vesting,
        forfeiture, and custody as the Shares of Restricted Stock with respect to
        which
        they were distributed.

      


      8.8           Failure
        to Satisfy Performance Goal(s).  In the event that the specified
        Performance Goal(s) are not satisfied within the time period established
        by the
        Committee, the Shares of Restricted Stock that were awarded subject to the
        satisfaction of such Performance Goal(s) shall be automatically forfeited
        and
        returned to the Company.

      


      ARTICLE
        IX

      Restricted
        Stock Units

      


      9.1           Grant
        of Restricted Stock Units.  Subject to the terms and conditions of
        the Plan, the Committee, at any time and from time to time, may grant Restricted
        Stock Units under the Plan (with one Restricted Stock Unit representing one
        Share) to such Employees and Non-Employee Directors and in such amounts as
        it
        shall determine, provided, however, that no Participant may be granted more
        than
        20,000 Restricted Stock Units in any calendar year. Participants receiving
        Restricted Stock Unit Awards are not required to pay the Company therefor
        (except for applicable tax withholding) other than the rendering of
        services.

      


      9.2           Restricted
        Stock Unit Agreement.  Each Restricted Stock Unit Award shall be
        evidenced by an Agreement that shall specify the Period of Restriction, the
        number of Restricted Stock Units granted, and the applicable restrictions
        (whether service-based restrictions, with or without performance acceleration,
        and/or performance-based restrictions) and such other provisions as the
        Committee shall determine. If a Restricted Stock Unit Award is intended to
        be a
        performance-based compensation Award, the terms and conditions of such Award,
        including the Performance Goal(s) and Period of Restriction and, if different,
        performance period, shall be set forth in an Agreement or in a subplan of
        the
        Plan, which is incorporated by reference into an Agreement, and the requirements
        to satisfy or achieve the Performance Goal(s) as so provided therein shall
        be
        considered to be restrictions under the Plan.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      
 

      9.3           Dividends
        and Other Distributions.  Unless otherwise provided in the
        Agreement (which may or may not provide for the current payment, or for the
        accumulation subject to the same restrictions, vesting, forfeiture, and payment
        as the Restricted Stock Units to which they are attributable, of dividends
        and
        other distributions made in cash or property other than Shares), during the
        Period of Restriction, Participants holding Restricted Stock Units shall
        have no
        rights to dividends and other distributions made in cash or property other
        than
        Shares that would have been paid with respect to the Shares represented by
        those
        Restricted Stock Units if such Shares were outstanding. Unless otherwise
        provided in the Agreement, if any deemed dividends or other distributions
        would
        be paid in Shares, such Shares shall be considered to increase the Participant’s
        Restricted Stock Units with respect to which they were declared based on
        one
        Share equaling one Restricted Stock Unit. In addition, unless otherwise provided
        in the Agreement, during the Period of Restriction, any such deemed dividends
        and other distributions for which rights are provided but that are not paid
        currently shall be deemed converted to additional Restricted Stock Units
        based
        on the Fair Market Value of a Share on the date of payment or distribution
        of
        the deemed dividend or distribution.

      


      9.4           Payment
        after Lapse of Restrictions.  Subject to the provisions of the
        Agreement, upon the lapse of restrictions with respect to a Restricted Stock
        Unit, the Participant is entitled to receive, without any payment to the
        Company
        (other than required tax withholding amounts), an amount equal to the product
        of
        multiplying (i) the number of Shares with respect to which the restrictions
        lapse by (ii) the Fair Market Value per Share on the date the restrictions
lapse
        (such amount, the “RSU Value”).

      


      The
        Agreement may provide for payment
        of the RSU Value at the time of vesting or, on an elective or non-elective
        basis, for payment of the RSU Value at a later date, adjusted (if so provided
        in
        the Agreement) from the date of exercise based on an interest, dividend
        equivalent, earnings, or other basis (including deemed investment of the
        RSU
        Value in Shares) set out in the Agreement (the “adjusted RSU Value”). The
        Committee is expressly authorized to grant Restricted Stock Units that are
        deferred compensation covered by Section 409A of the Code, as well as Restricted
        Stock Units that are not deferred compensation covered by Section 409A of
        the
        Code.

      


      Payment
        of the RSU Value or adjusted
        RSU Value to the Participant shall be made in cash or Shares as provided
        in the
        Agreement, valued at the Fair Market Value on the date or dates the restrictions
        on the Award lapse in the case of an immediate payment after vesting, or
        at the
        Fair Market Value on the date of settlement in the event of an elective or
        non-elective delayed payment. Any payment in Shares shall be effected in
        book
        entry or electronic form, provided that issuance and delivery in certificated
        form shall occur if the Participant so requests in writing or the Committee
        so
        directs.

      


      9.5           Restrictions
        on Stock Transferability.  The Committee shall impose
        such restrictions on any Shares issued in connection with a Restricted Stock
        Unit under the Plan as it may deem advisable, including, without limitation,
        restrictions under applicable Federal securities law, under any stock exchange
        upon which such Shares are then listed, and under any blue sky or state
        securities laws applicable to such Shares. In the event the Committee so
        provides in an Agreement pertaining to a Restricted Stock Unit, Stock issued
        in
        connection with a Restricted Stock Unit may be designated as Restricted Stock
        or
        Stock subject to a buyback right by the Company in the amount of, or based
        on,
        the Fair Market Value thereof or otherwise in the event the Participant does
        not
        complete a specified service period after issuance.

      


      9.6           Failure
        to Satisfy Performance Goal(s).  In the event that the specified
        Performance Goal(s) are not satisfied within the time period established
        by the
        Committee, the Restricted Stock Units that were awarded subject to the
        satisfaction of such Performance Goal(s) shall be automatically forfeited
        and
        returned to the Company.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      
 

      ARTICLE
        X

      Stock
        Awards

      


      Subject
        to the terms and provisions of
        the Plan, the Committee, at any time and from time to time, may grant
        unrestricted Stock Awards under the Plan to one or more Employees and
        Non-Employee Directors in such amount or amounts as it shall determine,
        provided, however, that no Participant may be granted Stock Awards in any
        calendar year for more than 20,000 Shares. Participants receiving Stock Awards
        are not required to pay the Company therefor (except for applicable tax
        withholding). Payment of a Stock Award shall be effected as soon as practicable
        after the Award Date in book entry or electronic form, provided that issuance
        and delivery in certificated form shall occur if the Participant so requests
        in
        writing or the Committee so directs.

      


      ARTICLE
        XI

      Stock
        Payment Awards to Non-Employee Directors

      


      Non-Employee
        Directors may elect to
        receive payment of their retainer and meeting attendance fees (“Fees”) in the
        form of Stock Payment Awards in accordance with the provisions of this Section.
        An election to receive Stock Payment Awards must be made on an annual basis
        by
        delivering written notice to the Secretary of the Company on the election
        form
        provided by the Company for that purpose (“Election Form”).

      


      With
        respect to elections for the
        balance of the calendar year containing the Effective Date, the election
        form
        must be delivered on or before May 31, 2006 and is effective only with
        respect to fees earned after the effective date of the election; and, with
        respect to elections for subsequent calendar years, the election form must
        be
        delivered on or before the date of the last Board meeting in the calendar
        year
        preceding the year to which the election relates. In the event an individual
        becomes a Non-Employee Director after the deadline for delivery of the election
        notice for a particular calendar year, the Company may, but shall not be
        required to, permit such Non-Employee Director to make an election to receive
        Stock Payment Awards for such calendar year. Once made, an election for a
        particular calendar year may not be revoked and will be effective for all
        Fees
        owing to an electing Non-Employee Director for services to be rendered as
        a
        director during that calendar year.

      


      Stock
        Payment Awards shall be made on a
        monthly or quarterly basis, beginning with the second quarter of the calendar
        year 2006, as determined by the Committee. Stock Payment Awards shall be
        made as
        soon as possible but in no event later than 30 days after the last day of
        the
        quarter or month, as determined by the Committee, for which the Non-Employee
        Director’s Fees are earned.

      


      The
        number of Shares constituting a
        quarterly or monthly Stock Payment Award for each electing Non-Employee Director
        shall be that number of Shares, rounded to the nearest whole number, which
        results from dividing the respective Non-Employee Director’s Fees earned during
        that quarter or month by the Fair Market Value of the Shares as of the
        Determination Date (as hereinafter defined). The Company shall send each
        electing Non-Employee Director a notice or letter of agreement setting forth
        the
        number of Shares constituting each Stock Payment Award and such other terms
        and
        conditions of the Award as are consistent with this Article. The “Determination
        Date” shall mean the earlier of (i) the last day of the quarter or month
        for which the Non-Employee Director’s Fees are earned (March 31, June 30,
        September 30, and December 31, respectively) or (ii) the effective
        date of an electing Non-Employee Director’s termination as a member of the Board
        prior to the end of a calendar quarter or month.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      
 

      A
        Non-Employee Director shall have no
        voting or dividend rights with respect to, and no right to transfer any interest
        in, any Stock Payment Awards prior to the Determination Date for such Award.
        Following a Determination Date, a Non-Employee Director shall be entitled
        to
        vote Stock Payment Award Shares and to receive dividends thereafter declared
        and
        payable on such Shares. Following a Determination Date, the Stock Payment
        Award
        Shares shall not be subject to any restrictions on transfer and the Company
        shall, in accordance with each Non-Employee Director’s written request made on
        an Election Form, either cause a stock certificate to be issued evidencing
        the
        Stock Payment Award Shares or maintain a book entry record evidencing such
        Shares. Stock Payment Award Shares for which no such written request is made
        shall be evidenced by a book entry record. Cash dividends on Stock Payment
        Award
        Shares evidenced by a stock certificate shall be paid in cash, and cash
        dividends on Stock Payment Award Shares evidenced by a book entry record
        shall
        be reinvested in Shares, in each case only as and when dividends are declared
        and paid to shareholders of record of Shares.

      


      Notwithstanding
        the foregoing, at any
        time and from time to time, the Committee may suspend the option for
        Non-Employee Directors as a whole or for any class of Non-Employees Directors
        to
        elect to receive Stock Payment Awards in lieu of Fees.

      


      ARTICLE
        XII

      Change
        in Control

      


      In
        the event of a Change in Control of
        the Company, the Committee, as constituted before such Change in Control,
        in its
        sole discretion may, as to any outstanding Award, either at the time the
        Award
        is made or any time thereafter, take any one or more of the following actions:
        (i) provide for the acceleration of any time periods relating to the exercise
        or
        realization of any such Award so that such Award may be exercised or realized
        in
        full on or before a date initially fixed by the Committee; (ii) provide for
        the
        purchase or settlement of any such Award by the Company, with or without
        a
        Participant’s request, for an amount of cash equal to the amount that could have
        been obtained upon the exercise of such Award or realization of such
        Participant’s rights had such Award been currently exercisable or payable; (iii)
        make such adjustment to any such Award then outstanding as the Committee
        deems
        appropriate to reflect such Change in Control; or (iv) cause any such Award
        then
        outstanding to be assumed, or new rights substituted therefor, by the acquiring
        or surviving corporation in such Change in Control.

      


      ARTICLE
        XIII

      Modification,
        Extension, and Renewals of Awards

      


      Subject
        to the terms and conditions and
        within the limitations of the Plan, the Committee may modify, extend, or
        renew
        outstanding Awards and may modify the terms of an outstanding Agreement,
        provided that the exercise price of any Award may not be lowered other than
        pursuant to Section 4.3 herein. In addition, the Committee may accept the
        surrender of outstanding Awards granted under the Plan or outstanding awards
        granted under any other equity compensation plan of the Company and authorize
        the granting of new Awards pursuant to the Plan in substitution therefor
        so long
        as the new or substituted awards do not specify a lower exercise price than
        the
        surrendered Awards or awards and are not of a different type (with Options
        and
        SARs being one type and all other Awards being a different type) and, otherwise,
        the new Awards may specify a longer term than the surrendered Awards or awards,
        may provide for more rapid vesting and exercisability than the surrendered
        Awards or awards, and may contain any other provisions that are authorized
        by
        the Plan. Notwithstanding the foregoing, however, no modification of an Award
        shall, without the consent of the Participant, adversely affect the rights
        or
        obligations of the Participant.

      


      ARTICLE
        XIV

      Amendment,
        Modification, and Termination of the Plan

      


      14.1           Amendment,
        Modification and Termination.  At any time and from time to time,
        the Board may terminate, amend, or modify the Plan. Such amendment or
        modification may be without shareholder approval except to the extent that
        such
        approval is required by the Code, pursuant to the rules under Section 16 of
        the Exchange Act, by any national securities exchange or system on which
        the
        Stock is then listed or reported, by any regulatory body having jurisdiction
        with respect thereto, or under any other applicable laws, rules, or
        regulations.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      
 

      14.2           Awards
        Previously Granted.  No termination, amendment, or modification of
        the Plan, other than pursuant to Section 4.3 or 17.10 herein, shall in any
        manner adversely affect any Award theretofore granted under the Plan, without
        the written consent of the Participant.

      


      ARTICLE
        XV

      Withholding

      


      15.1           Tax
        Withholding.  The Company shall have the power and the right to
        deduct or withhold, or require a Participant to remit to the Company, an
        amount
        sufficient to satisfy Federal, State, and local taxes (including the
        Participant’s FICA obligation, if any) required by law to be withheld with
        respect to any grant, exercise, or payment made under or as a result of the
        Plan.

      


      15.2           Stock
        Withholding.  With respect to withholding required upon the
        exercise of Non-Qualified Stock Options or upon the lapse of restrictions
        on
        Restricted Stock or upon the occurrence of any other taxable event with respect
        to any Award, Participants may elect, subject to the approval of the Committee,
        or the Committee may require Participants, to satisfy the withholding
        requirement in whole or in part by having the Company withhold Shares of
        Stock
        having a Fair Market Value equal to the amount required to be withheld. The
        value of the Shares to be withheld shall be based on the Fair Market Value
        of
        the Shares on the date that the amount of tax to be withheld is to be
        determined. All elections by Participants shall be irrevocable and be made
        in
        writing and in such manner as determined by the Committee in advance of the
        day
        that the transaction becomes taxable.

      


      ARTICLE
        XVI

      Successors

      


      All
        obligations of the Company under
        the Plan, with respect to Awards granted hereunder, shall be binding on any
        successor to the Company, whether the existence of such successor is the
        result
        of a direct or indirect purchase, merger, consolidation, or otherwise, of
        all or
        substantially all of the business and/or assets of the Company.

      


      ARTICLE
        XVII

      General

      


      17.1           Requirements
        of Law.  The granting of Awards and the issuance of Shares of
        Stock under the Plan shall be subject to all applicable laws, rules, and
        regulations, and to such approvals by any governmental agencies or
        self-regulatory organizations (i.e., exchanges) as may be required.

      


      17.2           Effect
        of Plan.  The establishment of the Plan shall not confer upon any
        Employee or Non-Employee Director any legal or equitable right against the
        Company, a Subsidiary, or the Committee, except as expressly provided in
        the
        Plan. The Plan does not constitute an inducement or consideration for the
        employment or service of any Employee or Non-Employee Director, nor is it
        a
        contract between the Company or any of its Subsidiaries and any Employee
        or
        Non-Employee Director. Participation in the Plan shall not give any Employee
        or
        Non-Employee Director any right to be retained in the employment or service
        of
        the Company or any of its Subsidiaries. Except as may be otherwise expressly
        provided in the Plan or in an Agreement, no Employee or Non-Employee Director
        who receives an Award shall have rights as a shareholder of the Company prior
        to
        the date Shares are issued to the Participant pursuant to the Plan.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      
 

      17.3           Creditors.  The
        interests of any Participant under the Plan or any Agreement are not subject
        to
        the claims of creditors and may not, in any way, be assigned, alienated,
        or
        encumbered.

      


      17.4           Governing
        Law.  The Plan, and all Agreements hereunder, shall be governed,
        construed, and administered in accordance with the laws of the Commonwealth
        of
        Virginia, and the intention of the Company is that ISOs granted under the
        Plan
        qualify as such under Section 422 of the Code.

      


      17.5           Severability.  In
        the event any provision of the Plan shall be held illegal or invalid for
        any
        reason, the illegality or invalidity shall not affect the remaining parts
        of the
        Plan, and the Plan shall be construed and enforced as if the illegal or invalid
        provision had not been included.

      


      17.6           Unfunded
        Status of Plan.  The Plan is intended to constitute an “unfunded”
plan for incentive and deferred compensation. With respect to any payments
        as to
        which a Participant has a fixed and vested interest but that are not yet
        made to
        a Participant by the Company, nothing contained herein shall give any such
        Participant any rights that are greater than those of a general unsecured
        creditor of the Company.

      


      17.7           Transferability.  Unless
        the Agreement evidencing an Award (or an amendment thereto authorized by
        the
        Committee) expressly states that it is transferable as provided in this section,
        no Award granted under the Plan, nor any interest in such Award, may be sold,
        assigned, conveyed, gifted, pledged, hypothecated, or otherwise transferred
        in
        any manner, other than by will or the laws of descent and distribution, prior
        to
        the vesting or lapse of any and all restrictions applicable to any Shares
        issued
        under an Award. The Committee may in its sole discretion grant an Award (other
        than an ISO) or amend an outstanding Award (other than an ISO) to provide
        that
        the Award is transferable or assignable to a member or members of the
        Participant’s “immediate family,” as such term is defined under Exchange Act
        Rule 16a-l(e), or to a trust for the benefit solely of a member or members
        of
        the Participant’s immediate family, or to a partnership or other entity whose
        only owners are members of the Participant’s family, provided that, following
        any such transfer or assignment, the Award will remain subject to substantially
        the same terms applicable to the Award while held by the Participant, as
        modified as the Committee in its sole discretion shall determine appropriate,
        and the Participant shall execute an agreement agreeing to be bound by such
        terms.

      


      17.8           Termination
        of Employment or Service.  Unless otherwise provided in the
        Agreement pertaining to an Award, in the event that a Participant terminates
        his
        employment or service with the Company and its Subsidiaries for any reason,
        then
        the unvested portion of such Award shall automatically be forfeited to the
        Company. Unless otherwise provided in the Agreement pertaining to an Award,
        in
        determining cessation of employment or service, transfers between the Company
        and/or any Subsidiary shall be disregarded, and changes in status between
        that
        of an Employee and a Non-Employee Director shall be disregarded. The Committee
        may provide in an Agreement made under the Plan for vesting of Awards in
        connection with the termination of a Participant’s employment or service on such
        basis as it deems appropriate, including, without limitation, any provisions
        for
        vesting at death, disability, retirement, or in connection with a Change
        in
        Control, with or without the further consent of the Committee. The Agreements
        evidencing Awards may contain such provisions as the Committee may approve
        with
        reference to the effect of approved leaves of absence.

      


      17.9           Registration
        and Other Laws And Regulations.  The Plan, the grant and exercise
        of Awards hereunder, and the obligation of the Company to sell, issue, or
        deliver Shares under such Awards, shall be subject to all applicable federal,
        state, and foreign laws, rules, and regulations, and to such approvals by
        any
        governmental or regulatory agency as may be required. The Company shall not
        be
        required to register in a Participant’s name or deliver any Shares prior to the
        completion of any registration or qualification of such Shares under any
        federal, state, or foreign law or any ruling or regulation of any government
        body that the Committee shall, in its sole discretion, determine to be necessary
        or advisable

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      
 

      17.10                      Nonqualified
        Deferred Compensation Plan Omnibus Provision.  It is intended that
        any compensation, benefits, or other remuneration, which is provided pursuant
        to
        or in connection with the Plan, which is considered to be nonqualified deferred
        compensation subject to Section 409A of the Code, shall be provided and paid
        in
        a manner, and at such time and in such form, as complies with the applicable
        requirements of Section 409A of the Code to avoid the unfavorable tax
        consequences provided therein for non-compliance. The Committee is authorized
        to
        amend any Agreement and to amend or declare void any election by a Participant
        as may be determined by it to be necessary or appropriate to evidence or
        further
        evidence required compliance with Section 409A of the Code.

      


      ARTICLE
        XVIII

      Substitution
        of Awards under Other Plans or Agreements

      


      The
        Committee is hereby authorized to
        grant Awards on such basis as it deems appropriate, and to effect the issuance
        of Shares of Stock under this Plan in substitution for options, stock
        appreciation rights, or other forms of equity compensation awarded and
        outstanding under any equity compensation plan of or agreement entered into
        with
        a business entity that is acquired by the Company or otherwise becomes a
        Subsidiary on such terms and conditions as it deems appropriate. The Committee
        is expressly authorized to provide that the exercise price of an assumed
        option
        or stock appreciation right may be higher or lower than the Fair Market Value
        of
        the Stock to which a substitute Option or SAR relates in order to approximate
        the inherent economic value of the assumed option or stock appreciation
        right.

      


      


      


      Approved
        by the Board of Directors on

      February
        23, 2006

      Amended
        by the Board of Directors on

      December
        21, 2006

    

     

     

    17