EX-10.1






Exhibit 10.1




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 18, 2008 among
F.N.B. Corporation, a Florida corporation having its principal place of business at One F.N.B.
Boulevard, Hermitage, Pennsylvania 16148 (“FNB”), First National Bank of Pennsylvania, a national
banking association having its principal place of business at One F.N.B. Boulevard, Hermitage,
Pennsylvania 16148 (“FNB Bank”), and Stephen J. Gurgovits, an individual whose address is 591 Buhl
Boulevard, Sharon, Pennsylvania 16146 (the “Executive”).



WITNESSETH:




     WHEREAS, FNB Bank is a wholly owned subsidiary of FNB;



     WHEREAS, FNB and FNB Bank (collectively, the “Employers”) desire to provide for the continued
employment of the Executive, and the Executive desires to provide for the continuation of his
employment by the Employers, all in accordance with the terms and subject to the conditions set
forth in this Agreement; and



     WHEREAS, the parties are entering into this Agreement to set forth and confirm their
respective rights and obligations with respect to the Executive’s continued employment by the
Employers;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, the Employers and the Executive, intending to be legally bound hereby, mutually agree as
follows:



     1. Employment and Term.



          (a) (i) Effective on January 1, 2008 (the “Effective Date”), this Agreement shall supersede
and replace the Employment Agreement dated as of January 1, 2006 between the Employers and the
Executive as amended on December 15, 2006, and (i) FNB shall employ the Executive, and the
Executive shall be employed by FNB, as the President and Chief Executive Officer of FNB and (ii)
FNB Bank shall employ the Executive, and the Executive shall be employed by FNB Bank, as the
Chairman of the Board of FNB Bank with all such positions described in clauses (i) and (ii) being
collectively referred to in this Agreement as the “Position”, in accordance with the terms and
subject to the conditions set forth in this Agreement for a term (the “Term”) that shall commence
on the Effective Date and, subject to paragraphs 1(b), 1(c), 1(d) and 1(e), shall expire on
December 31, 2008. In the




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event the Executive’s successor assumes the Position prior to December 31, 2008, from the date
of such assumption until December 31, 2008, the Executive’s Position shall thereafter be Chairman
of FNB and Chairman of FNB Bank. Upon the earlier of the expiration of the Term on December 31,
2008 or the date on which the Employers terminate the employment of the Executive under this
Agreement for other than Cause (as defined in this Agreement) or the death or Permanent Disability
(as defined in this Agreement) of the Executive or the Executive’s termination of his employment
under this Agreement for Good Reason (as defined in this Agreement), the term of the Consulting
Agreement dated as of December 31, 2005 (the “Consulting Agreement”) among the Employers and the
Executive shall commence and continue for a period of five years thereafter. A copy of the
Consulting Agreement is attached to this Agreement as Appendix A and the terms and conditions of
the Consulting Agreement are incorporated in this Agreement by such reference.




               (ii) FNB and FNB Bank shall be jointly and severally liable to the Executive with respect to
(i) all liabilities of FNB Bank to the Executive under this Agreement and (ii) all liabilities of
FNB to the Executive under this Agreement; provided, however, that FNB shall not be responsible for
any liability of FNB Bank to the Executive to the extent that such liability has been discharged by
FNB Bank, and FNB Bank shall not be responsible for any liability of FNB to the Executive to the
extent that such liability has been discharged by FNB.



          (b) Unless otherwise provided in this Agreement or agreed by the Employers and the Executive,
all of the terms and conditions of this Agreement shall continue in full force and effect
throughout the Term and, with respect to those terms and conditions that apply after the Term,
after the Term.




          (c) Notwithstanding paragraph 1(a), the Employers, by action of their Boards of Directors (the
“Boards”) and effective as specified in a written notice thereof to the Executive in accordance
with the terms of this Agreement, shall have the right to terminate the Executive’s employment
under this Agreement at any time during the Term, for Cause (as defined in this Agreement) or other
than for Cause or on account of the Executive’s death or Permanent Disability (as defined in this
Agreement), subject to the provisions of this paragraph 1.




               (i) As used in this Agreement, “Cause” shall mean (A) the Executive’s willful and continued
failure substantially to perform his material duties with the Employers as set forth in this
Agreement, or the commission by the Executive of any activities constituting a violation or breach
under any material federal, state or local law or regulation applicable to the activities of FNB
Bank or FNB, in each case, after notice thereof from the Employers to the Executive and a
reasonable opportunity for the Executive to cease such failure, breach or violation in all material
respects, (B) fraud, breach of fiduciary duty,



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dishonesty, misappropriation or other actions that cause intentional material damage to the
property or business of FNB Bank or FNB by the Executive, (C) the Executive’s repeated absences
from work such that he is unable to perform his duties under this Agreement in all material
respects other than for physical or mental impairment or illness, (D) the Executive’s admission or
conviction of, or plea of nolo contendere to, any felony or any other crime referenced in Section
19 of the Federal Deposit Insurance Act that, in the reasonable judgment of the Boards, adversely
affects FNB Bank’s or FNB’s reputation or the Executive’s ability to carry out his obligations
under this Agreement or (E) the Executive’s non-compliance with the provisions of paragraph 2(b)
after notice thereof from the Employers to the Executive and a reasonable opportunity for the
Executive to cure such non-compliance. Notwithstanding the foregoing, the Employers may not
terminate the Executive’s employment under this Agreement for Cause unless the Executive is given
(A) written notice, in accordance with the By-laws of the Employers, of a special meeting of the
Boards to consider the termination of the Executive’s employment under this Agreement for Cause and
(B) the opportunity for the Executive to address such special meeting.




               (ii) As used in this Agreement, “Permanent Disability” shall mean a physical or mental
disability such that the Executive is substantially unable to perform those duties that he would
otherwise be expected to continue to perform and the nonperformance of such duties has continued
for a period of 240 consecutive days, provided, however, that in order to terminate the Executive’s
employment under this Agreement on account of Permanent Disability, the Employers must provide the
Executive with written notice of the Boards’ good faith determination to terminate the Executive’s
employment under this Agreement for reason of Permanent Disability not less than 30 days prior to
such termination, which notice shall specify the date of termination. Until the specified
effective date of termination by reason of Permanent Disability, the Executive shall continue to
receive compensation at the rates set forth in paragraph 3. No termination of the Executive’s
employment under this Agreement because of Permanent Disability shall impair any rights of the
Executive under any disability insurance policy maintained by the Employers at the commencement of
the aforesaid 240-day period.



          (d) The Executive shall have the right to terminate his employment under this Agreement at
any time during the Term hereof for Good Reason or without Good Reason. As used in this Agreement,
“Good Reason” shall mean (A) the Executive’s Position or the scope of the Executive’s authority,
duties or responsibilities as described in this Agreement are materially diminished without the
Executive’s written consent, excluding for this purpose any action not taken by the Employers in
bad faith and that is remedied by the Employers promptly following written notice thereof from the
Executive to the Employers; (notwithstanding the foregoing, the assumption by the
Executive’s successor of the Position on or prior to December 31, 2008 shall not constitute a
material diminishment of Executive’s Position or the scope of his authority, duties or
responsibilities) or (B) a material breach by




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either Employer of its respective obligations to the Executive under this Agreement, which
breach is not cured in all material respects to the reasonable satisfaction of the Executive within
30 days, in each case following written notice thereof from the Executive to the Employers or (C)
any termination of the Executive’s employment under this Agreement without Cause, which notice
shall be provided within 90 days of the initial existence of the breach.




          (e) Prior to receiving any payment, coverage or benefit as provided in this paragraph 1, the
Executive shall execute and deliver a Release to the Employers in substantially the form of
Appendix B to this Agreement.




               (i) If (A) the Employers terminate the Executive’s employment under this Agreement for any
reason other than for Cause or (B) the Executive terminates his employment under this Agreement for
Good Reason, the Employers shall pay to the Executive or his estate promptly after the event giving
rise to such payment occurs an amount equal to the sum of (x) (1) the Executive’s Base Salary (as
defined in this Agreement) accrued through the date the termination of the Executive’s employment
under this Agreement is effective, (2) any Bonus (as defined in this Agreement) required to be paid
to the Executive pursuant to paragraph 3(b), (3) any amounts payable under any of the Employers’
benefit plans in accordance with the terms of such plan, except as may be required by Section
401(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”) and (4) any amount in
respect of excise taxes required to be paid to the Executive pursuant to paragraph 1(f), with such
payments, rights and benefits described in clauses (x)(1), (x)(2) and (x)(3) hereof being
collectively referred to herein as the “Accrued Obligations,” (y) an amount equal to the aggregate
premiums that would be payable by the Executive to maintain in effect throughout the period (the
“Subsequent Period”) from the date of termination of the Executive’s employment under this
Agreement through the remainder of the Term had the Executive remained employed (assuming no
increase in insurance premium rates) the same medical, health, disability and life insurance
coverage provided to the Executive by the Employers immediately prior to the date of such
termination (the “Benefit Obligations”) and (z) the Employers shall pay, as a severance payment,
for one year from the date of such termination, the Executive’s annual Base Salary as of the
effective date of termination of the Executive’s employment under this Agreement and the Bonus paid
to the Executive during 2007 (as defined in this Agreement).



               (ii) If (A) the Employers terminate the Executive’s employment under this Agreement for Cause
or because of the death or Permanent Disability of the Executive or (B) the Executive terminates
his employment under this Agreement for any reason other than Good Reason, his death or Permanent
Disability, the sole obligation of the Employers shall be to pay the Accrued Obligations to the
Executive or his estate, provided, however, that in the event the employment of the Executive under
this Agreement is terminated by the Employers



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because of the death of the Executive, the Employers shall pay to the personal representatives
of the Executive an amount equal to the Executive’s Base Salary and Minimum Bonus for the remainder
of the Term.




               (iii) No provision of this Agreement shall adversely affect any vested rights of the Executive
under the Employers’ 401(k) Plan, Retirement Income Plan, Basic Retirement Plan and Stock Option
Plan or other plans of the Employers that may be established in the future; provided, however, upon
the termination of the employment of the Executive as provided in this Agreement, all future
vesting of the Executive’s rights under the 401(k) Plan, Retirement Income Plan, Basic Retirement
Plan and Stock Option Plan shall terminate without further action by the Employers.



               (iv) It is intended that this Agreement be drafted and administered in compliance with section
409A of the Code, including, but not limited to, any future amendments to Code section 409A, and
any other Internal Revenue Service or other governmental rulings or interpretations (together,
“Section 409A”) issued pursuant to Section 409A so as not to subject the Executive to payment of
interest or any additional tax under Code section 409A. The parties intend for any payments under
this paragraph 1 to either satisfy the requirements of Section 409A or to be exempt from the
application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In
furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to
Section 409A at the time specified herein would subject such amount or benefit to any additional
tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to
the earliest commencement date on which the payment or provision of such amount or benefit could be
made without incurring such additional tax. In addition, to the extent that any Internal Revenue
Service guidance issued under Section 409A would result in the Executive being subject to the
payment of interest or any additional tax under Section 409A, the parties agree, to the extent
reasonably possible, to amend this Agreement in order to avoid the imposition of any such interest
or additional tax under Section 409A, which amendment shall have the minimum economic effect
necessary and be reasonably determined in good faith by the Employers and the Executive.



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



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




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




	 	(1)	 	For purposes of this Agreement,
“Specified Employee” has the meaning given that term in Section
409A (or any similar or successor provisions). The Employers’
“specified employee identification date” as described in Section
409A will be December 31 of each year, and the Employers’
“specified employee effective date” as described in Section 409A
or any similar or successor provisions) will be February 1 of each
succeeding year.





          (f) In the event that the independent registered public accounting firm of either of the
Employers or the Internal Revenue Service determines that any payment, coverage or benefit provided
to the Executive pursuant to this Agreement is subject to the excise tax imposed by Sections 280G
or 4999 of the Code or any successor provision thereof or any interest or penalties incurred by the
Executive with respect to such excise tax, the




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Employers, within 30 days thereafter, shall pay to the Executive, in addition to any other
payment, coverage or benefit due and owing hereunder, an additional amount that will result in the
Executive’s net after tax position, after taking into account any interest, penalties or taxes
imposed on the amounts payable under this paragraph 1(f), upon the receipt of the payments provided
for by this Agreement be no less advantageous to the Executive than the net after tax position to
the Executive that would have been obtained had Sections 280G and 4999 of the Code not been
applicable to such payment, coverage or benefits. Except as otherwise provided in this Agreement,
all determinations to be made under this paragraph 1(f) shall be made by tax counsel whose
selection shall be reasonably acceptable to the Executive and the Employers and whose fees and
costs shall be paid for by the Employers.




          (g) In the event that the independent registered public accounting firm of either of the
Employers or the Internal Revenue Service determines that any payment, coverage or benefit due or
owing to the Executive pursuant to this Agreement is subject to the excise tax imposed by Section
409A of the Code or any successor provision thereof or any interest or penalties, including
interest imposed under Section 409(A)(1)(B)(i)(I) of the Code, incurred by the Executive as a
result of the application of such provision, the Employers, within 30 days thereafter, shall pay to
the Executive, in addition to any other payment, coverage or benefit due and owing under this
Agreement, an additional amount that will result in the Executive’s net after tax position, after
taking into account any interest, penalties or taxes imposed on the amounts paid under this
paragraph 1(g), being no less advantageous to the Executive than the net after tax position to the
Executive that would have been obtained had Section 409A of the Code not been applicable to such
payment, coverage or benefits. Except as otherwise provided in this Agreement, all determinations
to be made under this paragraph 1(g) shall be made by tax counsel whose selections shall be
reasonably acceptable to the Executive and the Employers and whose fees and costs shall be paid for
by the Employers.




          (h) Any notice of termination of this Agreement by the Employers to the Executive or by the
Executive to the Employers shall be given in accordance with the provisions of paragraph 10.




               (i) The Employers agree to reimburse the Executive for the reasonable fees and expenses of the
Executive’s attorneys and for court and related costs in any proceeding to enforce the provisions
of this Agreement in which the Executive is successful on the merits.



     2. Duties of the Executive.



          (a) Subject to the ultimate control and discretion of the Boards of the Employers, the
Executive shall serve in the Position and perform all duties and services commensurate with the
Position. Throughout the Term, the Executive shall perform all duties reasonably assigned or
delegated to him under the By-laws of the Employers or from




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time to time by the Boards consistent with the Position. Upon the assumption by Executive’s
successor of the Position, the Executive agrees to assist his successor with such transition.
Except for travel normally incidental and reasonably necessary to the business of the Employers
and the duties of the Executive under this Agreement, the duties of the Executive shall be
performed from an office location not greater than 20 miles from Hermitage, Pennsylvania.
Notwithstanding anything in the Agreement to the contrary, the Executive shall be entitled to
utilize this office throughout the Term of this Agreement, without regard to the date that
Executive’s successor assumes the Position.




          (b) The Executive shall devote substantially all of the Executive’s business time and
attention to the performance of the Executive’s duties under this Agreement and, during the term of
his employment under this Agreement, the Executive shall not engage in any other business
enterprise that requires any significant amount of the Executive’s personal time or attention,
unless granted the prior permission of the Boards. The foregoing provision shall not prevent the
Executive’s purchase, ownership or sale of any interest in, or the Executive’s engaging, but not to
exceed an average of five hours per week, in, any business that does not compete with the business
of the Employers or the Executive’s involvement in charitable or community activities, provided,
that the time and attention that the Executive devotes to such business and charitable or community
activities does not materially interfere with the performance of his duties under this Agreement
and that a material portion of the time devoted by the Executive to charitable or community
activities are devoted to charitable or community activities within FNB Bank’s market area and
further provided that such conduct complies in all material respects with applicable policies of
the Employers.




          (c) The Executive shall be entitled to 25 days of vacation leave during each calendar year
with full compensation, and to be taken at such time or times, as the Executive and the Employers
shall mutually determine. Earned but unused vacation shall be accrued in accordance with the
Employers’ vacation policy.




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



          (a) The Employers shall pay the Executive a base salary (the “Base Salary”) at an annual rate
of $660,000, plus such other compensation as may, from time to time, be determined by the
Employers. Such Base Salary and other compensation shall be payable in accordance with the
Employers’ normal payroll practices as in effect from time to time.




          (b) The Employers agree that the Executive shall be eligible to receive two separate forms of
annual bonus in respect of the services to be rendered by the Executive for each year of the Term,
payable in cash, as follows:




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               (i) An annual non-discretionary bonus of One Hundred Thousand Dollars ($100,000), provided the
Executive is employed on December 31st of each year of the Term; and



               (ii) An annual performance-based bonus in such amount as may be determined by the Board in its
sole discretion based on the performance of the Employers and the contributions of the Executive to
such performance, in accordance in all material respects with applicable policies of the Employers
relating to incentive compensation for executive officers. In determining such performance-based
bonus, the Executive’s target shall be 60% of his Base Salary.



               (iii) The Company will pay any bonus referred to above within the period ending on the
15th day of the third month following the end of the Employer’s fiscal year, but in no
event after the close of the fiscal year following the year the Officer earns the bonus.



          (c) From and after the Effective Date and throughout the Term:




               (i) The Employers shall provide the Executive with an automobile at the Employers’ sole cost
and expense. The automobile shall be replaced with a substantially equivalent automobile owned or
leased by FNB or FNB Bank in the future as shall be mutually agreed by the Executive and the
Compensation Committees of the Boards. The Employers shall bear all gas, insurance, repairs,
maintenance, car telephone and other operating expenses for the automobile.



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



               (iii) The compensation provided for in this paragraph 3 shall be in addition to such rights as
the Executive may have, during the Executive’s employment under this Agreement or thereafter, to
participate in and receive benefits from or under any benefit plans the Employers may in their
discretion establish for their employees or executives, including but not limited to, the 401(k)
Plan, Retirement Income Plan, Basic Retirement Plan, Stock Option Plan and group health insurance,
life insurance and disability insurance plans. To the extent any of such benefits are taxable to
the Executive, the Executive shall be solely responsible for such taxes.



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     4. Expenses. The Employers shall promptly reimburse the Executive for (a) all
reasonable expenses paid or incurred by the Executive in connection with the performance of the
Executive’s duties and responsibilities under this Agreement, upon presentation of expense vouchers
or other appropriate documentation therefor, (b) all reasonable professional expenses, such as
licenses and dues and professional educational expenses, paid or incurred by the Executive during
the Term and (c) the costs of a personal computer, cellular telephone, blackberry and fax machine
for the Executive’s residence in the Sharon, Pennsylvania area, including the monthly fees related
to such devices.



     5. Consulting Services. The Employers expressly contemplate that upon the earlier of
the expiration of the Term of this Agreement or the date on which the Executive terminates his
employment under this Agreement for Good Reason or the Employers’ terminate the employment of the
Executive under this Agreement for other than Cause or the death or Permanent Disability of the
Executive, the Executive shall serve as a consultant to the Employers on the terms and conditions
of the Consulting Agreement.



     6. Indemnification. Notwithstanding anything in the Employers’ certificate of
incorporation or their By-laws to the contrary, the Executive shall at all times during his
employment by the Employers or while the Executive is providing consulting services to the
Employers, and thereafter, be indemnified by the Employers to the fullest extent permitted by
applicable law for any matter in any way relating to the Executive’s affiliation with the Employers
and/or its subsidiaries; provided, however, that if the Executive’s employment shall have been
terminated by the Employers for Cause, then, to the extent required by law, the Employers shall
have no obligation whatsoever to indemnify the Executive for any claim arising out of the matter
for which his employment shall have been terminated for Cause or for any conduct of the Executive
not within the scope of the Executive’s duties under this Agreement.



     7. Confidential Information. The Executive understands that in the course of his
employment by the Employers the Executive will receive confidential information concerning the
business of the Employers and that the Employers desire to protect. The Executive agrees that he
will not at any time during or after the period of his employment by the Employers reveal to anyone
outside the Employers, or use for his own benefit, any such information that has been designated as
confidential by the Employers or understood by the Executive to be confidential without specific
written authorization by the Employers. Upon termination of the employment of the Executive under
this Agreement, and upon the request of the Employers, the Executive shall promptly deliver to the
Employers any and all written materials, records and documents, including all copies thereof, made
by the Executive or coming into his possession during the Term and retained by the Executive
containing or concerning confidential information of the Employers and all other written materials



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furnished to and retained by the Executive by the Employers for his use during the Term,
including all copies thereof, whether of a confidential nature or otherwise.




     8. Non-Competition and Non-Disparagement.



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




          (b) For a period of two years (the “Restricted Period”) immediately following the Employers’
termination of the Executive’s employment under this Agreement for Cause or the Executive’s
termination of his employment under this Agreement for other than Good Reason, the Executive shall
not, provided that the Employers remain in compliance with their obligations under this Agreement:




               (i) serve as a director, officer, employee or agent of, or act as a consultant or advisor to,
any Competitive Enterprise in any city or county in which the Employers or their respective
subsidiaries or affiliates are then conducting business or maintain an office or have publicly
announced their intention to conduct business or maintain an office;



               (ii) in any way, directly or indirectly, solicit, divert or contact any existing or potential
customer or business of the Employers or any of their respective subsidiaries or affiliates that
the Executive solicited, became aware of or transacted business with during the employment of the
Executive by the Employers for the purpose of selling any financial services or products that
compete with the financial services or products currently or in the future offered by the Employers
or their respective subsidiaries and affiliates; or



               (iii) solicit or assist in the employment of any employee of the Employers or their respective
subsidiaries or affiliates for the purpose of becoming an employee of or otherwise provide services
for any Competitive Business Enterprise.



          (c) The Executive agrees that during or after the period of his employment by the Employers,
in any way, directly or indirectly, make any oral or written statement, comment or other
communication designed or intended to impugn, disparage or otherwise




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malign the reputation, ethics, competency, morality or qualification of the Employers or any
of their respective subsidiaries or affiliates or any of their respective directors, officers,
employees or customers.




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



     10. Entire Agreement; Amendment. This Agreement contains the entire agreement between
the Employers and the Executive with respect to the subject matter of this Agreement and supersedes
the Employment Agreement dated as of December 31, 2005 between the Executive and FNB, and may not
be amended, waived, changed, modified or discharged except by an instrument in writing executed by
the parties hereto.



     11. Assignability. The services of the Executive under this Agreement are personal in
nature, and neither this Agreement nor the rights or obligations of the Employers under this
Agreement may be assigned by the Employers, whether by operation of law or otherwise, without the
Executive’s prior written consent. This Agreement shall be binding upon, and inure to the benefit
of, the Employers and their permitted successors and assigns under this Agreement. This Agreement
shall not be assignable by the Executive, but shall inure to the benefit of the Executive’s heirs,
executors, administrators and legal representatives.



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



     13. Specific Performance. The parties agree that irreparable damage would occur in
the event that any of the provisions of paragraphs 7 or 8 were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of paragraphs 7 or 8 and to enforce
specifically the terms and provisions of paragraphs 7 or 8, this being in addition to any other
remedy to which any party is entitled at law or in equity.



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



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     15. Successor Liability. The Employers shall require any subsequent successor,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business or assets of the Employers to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the Employers would be
required to perform it if no such succession had taken place.



     16. Mitigation. The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise, nor shall the
amount of any payment or benefit provided for in this Agreement be reduced by any compensation
earned by the Executive as the result of employment by another employer or by retirement benefits
payable after the termination of this Agreement, except that the Employers shall not be required to
provide the Executive and his eligible dependents with medical insurance coverage as long as the
Executive and his eligible dependents are receiving comparable medical insurance coverage from
another employer.



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



     18. No Attachment. Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be
null, void and of no effect; provided, however, that nothing in this paragraph 18 shall preclude
the assumption of such rights by executors, administrators or other legal representatives of the
Executive or his estate and their assigning any rights hereunder to the person or persons entitled
hereto.



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



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     20. Survival of Benefits. Any provision of this Agreement that provides a benefit to
the Executive and that by the express terms hereof does not terminate upon the expiration of the
Term shall survive the expiration of the Term and shall remain binding upon the Employers until
such time as such benefits are paid in full to the Executive or his estate.



     21. Construction. This Agreement shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Pennsylvania, without giving effect to principles of
conflict of laws. All headings in this Agreement have been inserted solely for convenience of
reference only, are not to be considered a part of this Agreement and shall not affect the
interpretation of any of the provisions of this Agreement.



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



	 	 	 	 	 
	 	 	F.N.B. CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/Brian F. Lilly
	 

	 	 	 	 
	 

	 	 	 	Brian F. Lilly, Chief Financial Officer
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	FIRST NATIONAL BANK OF PENNSYLVANIA
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/Gary J. Roberts
	 

	 	 	 	 
	 

	 	 	 	Gary J. Roberts
	 
	 	 	 	 
	 

	 	 	 	/s/Stephen J. Gurgovits
	 

	 	 	 	 
	 

	 	 	 	Stephen J. Gurgovits







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