EX-10.22


    

      Exhibit
        10.22

      


      FNB
        SOUTHEAST

      


      


      ANNUAL
        INCENTIVE BONUS PLAN

      


      


      


      


      The
        Board
        of Directors
        shall
        approve the Company’s Annual Profit Plan.

      


      


      The
        Compensation
        Committee
        may
        establish, with the approval of the Board, an Annual Incentive Bonus Plan
        for
“Key Employees” as an incentive to achieve FNB’s Profit Plan and other goals and
        objectives. The rules of the Annual Incentive Bonus Plan shall be set forth
        in
        writing. The President and Chief Executive Officer shall determine who will
        be
        eligible to participate in the Annual Incentive Bonus Plan, subject to Board
        approval. Based on responsibility levels, the President and Chief Executive
        Officer will have discretionary authority to place individual Participants
        where
        he feels appropriate pertaining to their Target Bonus potential.

      


      Under
        the
        terms of the “2006 Annual Incentive Plan”, the following Rules shall
        apply:

      


      Each
        Participant’s Target Bonus in the Annual Incentive Plan will be divided into two
        (2) parts as follows:

      


      


      Part
        A

      


      That
        portion of each Participant’s Target Bonus that is tied to FNB achieving its
        Annual Profit Plan. The amount of a Participant’s Target Bonus that is weighted
        to this Part A is subject to increase or decrease in accordance with the
        Profit
        Plan Bonus Grid A (see Exhibit 1).

      


      


      Part
        B

      


      That
        portion of each Participant’s Target Bonus that is tied to the Participant
        achieving his individual goals and objectives. The amount of each Participant’s
        Target Bonus that is weighted to this Part B is subject to decrease in
        accordance with the Profit Plan Bonus Grid B (see Exhibit 2).

      


      


      


      


      



      
        
           

        

        
          83

          
            

          

        

        
           

        

      


      Regardless
        of a Participant’s job function or position, at least 25% of each Participant’s
        Target Bonus will be directly tied to FNB achieving its Annual Profit Plan.
        The
        President and Chief Executive Officer shall allocate the percentage of each
        Participant’s Target Bonus that shall be weighted to achieving FNB’s Annual
        Profit Plan (Part A) and the amount weighted to achieving individual goals
        (Part
        B). The President and CEO’s Target Bonus shall be 60% weighted to achieving
        FNB’s Profit Plan and 40% shall be weighted to achieving his individual goals
        and objectives as established by the Board.

      


      


       

         

          
            	
                    Job
                      Function or Position

                  	
                    Target
                      Bonus

                  	
                    Weighting
                      of Target Bonus

                  
	
                    Part
                      A

                  	
                    Part
                      B

                  
	
                    FNB’s
                      Profit Plan

                  	
                    Department,
                      Profit Center or Branch Goals

                  
	
                    Level
                      1

                  	
                    35%

                  	
                    60%

                  	
                    40%

                  
	
                    Level
                      2

                  	 	 	 
	
                    Level
                      3

                  	
                    20%

                  	
                    25%

                  	
                    75%

                  
	
                    Level
                      4

                  	
                    15%

                  	
                    25%

                  	
                    75%

                  
	
                    Level
                      5

                  	
                    10%

                  	
                    25%

                  	
                    75%

                  
	
                    Level
                      6

                  	
                    5%

                  	
                    25%

                  	
                    75%

                  


          

        

      

      


      The
        above
        categories are general breakdowns of how the bonus plan will work. Based
        on
        responsibility levels, the President and Chief Executive Officer will have
        discretionary authority to place individual employees where he feels appropriate
        pertaining to Target Bonus potential.

      


      A
        minimum
        of 25% of a Participant’s Target Bonus will be based on the Profit Plan (Part
        A). Management may increase the percentage under Part A, based on the
        responsibility levels of the Participant, i.e., certain administrative positions
        may be given a higher percentage for overall FNB performance under Part
        A.

      


      In
        order
        to receive a bonus payout under this plan, a participant must be in good
        standing from a performance standpoint (receiving a rating of satisfactory
        or
        higher) and be actively employed when bonus payments are made.


      
        
           

        

        
          84

          
            

          

        

        
           

        

      


      


      Considerations:

      


      


      1.   
         The
        Board
        reserves the right to periodically review and may change the Annual Profit
        Plan
        for unusual events such as:

      


      
        	 	
                (a)

              	
                Merger
                  related expenses

              


      

      
        	 	
                (b)

              	
                Opening
                  of new branches

              


      

      
        	 	
                (c)

              	
                Acquisition
                  of branches

              


      

      
        	 	
                (d)

              	
                Restructuring
                  of investment portfolio

              


      

      
        	 	
                (e)

              	
                Other
                  expenses or income that the Board believes to be non-recurring
                  or
                  extraordinary

              


      

      


      


      2.   
         Net
        gains
        or losses from the sale of investment securities, held as “for sale” shall be
        included in the final results of the Profit Plan, except if the total amount
        of
        net gains (or losses) for the fiscal year are deemed to be “extraordinary”. If
        the total of the net gains and losses for a fiscal year exceed 5% of the
        pre-tax
        amount of the Annual Profit Plan for that year, this will be deemed to be
        “extraordinary”. The amount of the total net gain or loss that is in
        excess of
        5% of
        the pre-tax profits for that fiscal year will be subject to review by the
        Compensation Committee with final Board approval as to whether the amount
        in
        excess of 5% will or will not be considered in the final results for bonus
        purposes under this Plan; but the first 5% of pre-tax profit shall be considered
        in the final results for purposes under this Plan. For example, suppose the
        annual pre-tax Profit Plan calls for $10 million in pre-tax earnings, then
        if
        the total gains (net of losses) from the sale of securities were to be $750,000,
        then $500,000 in pre-tax earnings would be considered, but the $250,000 excess
        would be under review by the Committee and the Board.

      


      


      3.   
         Regulatory
        Issues and/or Events - In the event the Employer is under any IRS, SEC or
        other
        regulatory authority enforcement action (except for enforcement action relating
        to the 2005 safety and soundness examination by the Federal Reserve Bank
        of
        Richmond), such as a Memorandum of Understanding (MOU), or other similar
        event,
        the Board reserves the right, at its sole discretion, to terminate or amend
        this
        Plan and to either delay or declare “null and void” the payment of any bonuses
        earned under this Plan. Any such decision made by the Board shall be final,
        conclusive and binding upon all persons, including, without limitation, FNB
        Financial Services Corporation, FNB Southeast, its corporate successors and
        any
        Participants.

      



      
        
           

        

        
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      EXAMPLE
        OF YEAR-END CALCULATION

      


      


      


      
        	
                v

              	
                Position
                  - Branch Manager

              


      

      


      
        	
                v

              	
                Base
                  Salary: $50,000

              


      

      


      Target
        Bonus (10%)
        - $5,000

      


      


      
        	 	
                Weight

              	
                Target
                  Bonus

              
	
                 ̈ Part
                  A

                 ̈ Part
                  B

              	
                25%

                75%

              	
                $1,250

                 3,750

                $5,000

              


      

      


      Annual
        Results

      


      
        	
                 ̈ Part
                  A 

                 

                (Grid
                  A)

              	
                ·   
                   FNB
                  achieves 98% of Annual Profit Plan:

                 

                $1,250  
                  Target Bonus

                   
                  90%  
                  of Target Bonus payable (98% of Plan)

                 

                $1,125    
                  Amount payable (Part A)

              
	
                 ̈ Part
                  B

                 

                (Grid
                  B)

              	
                ·    
                   Participant
                  satisfactorily completes all individual Profit Center goals and
                  objectives:

                ·    
                   Annual
                  Profit Plan exceeds 75% as defined in

                Exhibit
                  2. (The
                  target bonus will be reduced if the profit

                plan
                  falls below 75%)

                ·    
                   Exhibit
                  3 shows a detailed breakdown of individual goals and the payout
                  calculation.

                $3,750   
                   Target Bonus

                 
                  100%    of
                  Target Bonus payable

                 

                $3,750   
                   Amount payable (Part B)

              


      

      


      


      Total
        Bonus Payable

      


      
        	
                Part
                  A

              	
                Part
                  B

              	
                Total
                  Payable

              
	
                $1,125

              	
                $3,750

              	
                $4,875

              


      

      



      
        
           

        

        
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      Exhibit
        1

      


      PART
        A

      


      TARGET
        BONUS - GRID A

      


      A
        Participant’s Target Bonus amount under Part
        A
        of the
        Annual Incentive Plan shall be increased
        or
        decreased
        based on
        the level of achievement of FNB’s Annual Profit Plan.

      


      If
        FNB
        does not achieve at least 90% of its Profit Plan, no
        bonuses
        will be paid under Part
        A
        of the
        Plan.

      


      
        	 	
                %
                  of Goal 

                Achieved

              	
                %
                  of Target 

                Bonus
                  Payable

              
	
                Threshold

              	
                90%

              	
                50%

              
	 	
                91%

                92%

                93%

                94%

                95%

                96%

                97%

                98%

                99%

              	
                55%

                60%

                65%

                70%

                75%

                80%

                85%

                90%

                95%

              
	
                Target
                  *

              	
                100%

              	
                100%

              
	 	
                101%

                102%

                103%

                104%

                105%

                106%

                107%

                108%

                109%

                110%

                111%

                112%

                113%

                114%

              	
                102%

                104%

                106%

                108%

                110%

                112%

                114%

                116%

                118%

                120%

                122%

                124%

                126%

                128%

              
	
                Maximum

              	
                115%

              	
                130%

              


      

      


      *The
        Target Level shall be set to equal the achievement of FNB’s Annual Profit
        Plan.


      
        
           

        

        
          87

          
            

          

        

        
           

        

      


      


      Exhibit
        2

      


      PART
        B

      


      


      TARGET
        BONUS - GRID B

      


      A
        Participant’s Target Bonus amount that might otherwise be payable in accordance
        with Part
        B
        of the
        Annual Incentive Plan may be decreased
        if FNB
        does not achieve at least 75% of its annual Profit Plan.

      


      Should
        FNB earn less than 75% of its Target under this Profit Plan, then each
        Participant’s Bonus otherwise payable under Part
        B
        shall be
        reduced as provided in the table below. Should FNB earn less than 60% of
        its
        Profit Plan, no
        bonuses
        will be paid under Part B of the Annual Incentive Plan.

      


      


      
        	
                %
                  of Profit Plan

              	
                %
                  Part B

                Bonus
                  Earned

              
	
                75%
                  or more

                Less
                  than 75%

                Less
                  than 74%

                Less
                  than 73%

                Less
                  than 72%

                Less
                  than 71%

                Less
                  than 70%

                Less
                  than 69%

                Less
                  than 68%

                Less
                  than 67%

                Less
                  than 66%

                Less
                  than 65%

                Less
                  than 64%

                Less
                  than 63%

                Less
                  than 62%

                Less
                  than 61%

                Less
                  than 60%

              	
                100%

                75%

                70%

                65%

                60%

                55%

                50%

                45%

                40%

                35%

                30%

                25%

                20%

                15%

                10%

                5%

                0%

              


      

      


      


      
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