Exhibit 10.4







EXHIBIT 10.4




October 12, 2010




Stephanie Westington


502 Willow Lane


Clarks Summit, PA 18411



Dear Stephanie:



In anticipation of the closing (the “Closing Date”) of the contemplated merger of Comm Bancorp, Inc. (“CBI”) with and
into F.N.B. Corporation (“FNB”), the parties hereto agree to the following terms and conditions with respect to any
rights of Stephanie Westington under March 17, 2010 employment agreement (the “Employment Agreement”) between CBI and
Stephanie Westington:




	 	•	 	Neither CBI nor FNB shall have any obligation to make any severance or change of control payment
required by the Employment Agreement unless your termination of employment occurs after the earliest to
occur of (i) the date upon which FNB converts CBI’s core processing system to FNB’s system, (ii) the date
of your involuntary termination of employment by FNB (iii) March 31, 2011 or (iv) the date of your
termination of employment as a result of your death, Disability (as defined below) or in order to attend
to a Family Emergency (as defined below);






	 	•	 	You further agree that if FNB has not completed the conversion by March 31, 2010, at FNB’s request, you
will serve as a consultant, on an independent contractor basis, during weekends and evenings, at a rate of
$50.00 per hour;






	 	•	 	During the term of this Supplemental Agreement, CBI and FNB agree to continue to employ you at a) your
current base salary and b) with the same employee benefit structure of similarly situated employees until
your termination as set forth herein above. Should FNB terminate you prior to the conversion date of
CBI’s core processing system to FNB’s system or March 31, 2011 whichever is earlier, without cause, as
defined in the March 17, 2010 Employment Agreement to you providing for change of control benefits,
FNB shall pay you, your current base salary through conversion date or March 31, 2011 whichever is
earlier, in addition to any payments due under the March 17, 2010 Employment Agreement;






	 	•	 	You hereby agree and acknowledge that any tax imposed on you pursuant to Section 280G or 409A of the
Internal Revenue Code of 1986 in respect of any such change of control or severance benefit shall be your
sole responsibility and neither CBI nor FNB shall have any liability or responsibility for any such tax
liability;






	 	•	 	Unless your employment terminates earlier, you will continue to receive the same annual salary from FNB
as equals your current annual salary from CBI until the next annual FNB compensation review, which FNB
typically conducts for salary changes to be effective April 1.



 


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Stephanie Westington


Page 2


October 12, 2010



For purposes of this supplemental agreement, (i) Disability shall mean the inability to engage in any substantial
gainful activity or the receipt of benefits for at least three months under the CBI or FNB disability plan as a result
of a medically determinable physical or mental impairment that is expected to result in death or continue at least
twelve months; and (ii) Family Emergency shall mean a “serious health condition”, as provided by Section 101(11) of the
Family and Medical Leave Act (FMLA), with respect to your spouse, child(ren) or parents.



Except as otherwise specifically provided in this supplemental agreement, all of the terms and conditions of the
Employment Agreement, including medical and/or disability benefits, if any, shall remain in full force and effect.



If the foregoing correctly sets forth our agreement, please sign and date both enclosed copies of this letter and
return one copy to me.




Sincerely,




/s/ William F. Farber, Sr.                                            

William F. Farber, Sr.

President and Chief Executive Officer




/s/ Stephanie Westington          


Stephanie Westington



Date: 10/12/10                           



 


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