EX-10.1






Exhibit 10.1




F.N.B. CORPORATION




RESTRICTED STOCK UNIT AWARD AGREEMENT

(Pursuant to 2007 Incentive Compensation Plan)




     This Restricted Stock Unit Award
Agreement (the “Agreement”) is between ________________________
(“Participant”) and F.N.B. Corporation (“F.N.B.”) and sets forth the terms and conditions of the
award of Restricted Stock Units granted to Participant on March 18, 2009 (“Grant Date”) by the
Compensation Committee of the Board of Directors (the “Committee”) of F.N.B. pursuant to the terms
of the 2007 Incentive Compensation Plan (the “Plan”). The terms of the Plan are incorporated
herein by reference, including the definitions of terms contained in the Plan. Unless the context
indicates otherwise, all references in this Agreement to “F.N.B.” shall mean F.N.B. and its direct
and indirect subsidiaries and affiliates.



RECITALS




     WHEREAS, F.N.B.’s Board and shareholders have adopted and approved the F.N.B. Corporation
2007 Incentive Compensation Plan (“Plan”); and



     WHEREAS, F.N.B. intends to award certain management employees for F.N.B.’s long term
performance which is designed to deliver total shareholder return by combining an attractive
dividend yield with earnings per share growth for the purpose of attaining a corresponding share
price appreciation; and



     WHEREAS, F.N.B. believes these awards will align management’s interest with those of the
shareholders; and



     WHEREAS, the Participant has accepted the grant of the Restricted Stock Units and agree to the
terms and conditions stated below:


Section 1. Purpose. The purpose of this award is to align Participant’s interest with
that of F.N.B. shareholders by attaining total shareholder return through a combination of an
attractive dividend yield and earnings per share growth over the performance period, which is
consistent with F.N.B.’s investment thesis of achieving total shareholder return of nine to twelve
percent.



Section 2. Restricted Stock Unit Award. Subject to the provisions of this Agreement and
the provisions of the Plan, F.N.B. hereby grants to Participant ___________________ Restricted Stock Units
(the “Target Amount”) provided that the applicable Vesting Requirements described in 3(a)(i)(1),
(2) and (3) of this Agreement have been met. These Restricted Stock Units are notational units of
measurement denominated in shares of F.N.B. common stock (i.e., one restricted stock unit is
equivalent to one share of F.N.B. common stock). The Restricted Stock Units represent an unfunded,
unsecured deferred compensation obligation of F.N.B.



Section 3. Vesting.





	(a)	 	All, a portion, a multiple or none of Participant’s Target Amount will vest subject to the
following terms and conditions:






	 	(i)	 	Time and Performance Requirements. Subject to the forfeiture and
accelerated vesting provisions set forth in Section 4 hereof, and the provisions
concerning vesting of the Restricted Stock Units described in Section 14 hereof
pertaining to executive compensation restrictions under the United States Treasury
Department’s Capital Purchase Program (“CPP”), the Target Amount shall become vested in
shares of F.N.B. common stock and shall become deliverable in the amount described in
Section 3(b) hereof (provided such




 









 






	 	 	 	delivery is otherwise in accordance with federal and state laws) to the Participant
on March 1, 2013 (“Vesting Date”), provided each of the following three vesting
requirements set forth in Section 3(a)(i)(1), (2) and (3) below, are satisfied,
which shall hereinafter be referred to as the “Vesting Requirements.”






	 	(1)	 	Service Requirement. Participant remains continuously
employed by F.N.B. from the Grant Date through the Vesting Date; and
	 
	 	(2)	 	First Performance Trigger. F.N.B.’s relative return on
average tangible common equity (“ROATCE”), as calculated under Section 3(c)(i)
herein, during the four year period beginning on January 1, 2009, and ending on
December 31, 2012 (the “Performance Period”), is greater than or equal to the
50th percentile of the peer financial institutions’ (identified in
Schedule 1 attached hereto and hereinafter referred to as the “Peer Financial
Institutions”) ROATCE during the Performance Period as approved by the
Committee on January 21, 2009 (“ROATCE Performance Goal”); and
	 
	 	(3)	 	Second Performance Trigger. F.N.B.’s diluted earnings
per share growth during the Performance Period (“F.N.B. EPS Growth”) is
greater than zero, and at or above the 20th percentile of the Peer
Financial Institutions’ diluted earnings per share growth (Peer Financial
Institutions’ EPS Growth”) during the Performance Period, as calculated under
Section 3(c)(ii) herein.






	(b)	 	Determination of Vested Restricted Stock Units Award Amount. Provided the Vesting
Requirements are met, the number of the Participant’s Restricted Stock Units that will become
vested on the Vesting Date will be determined as follows:






	 	(i)	 	Maximum. If F.N.B.’s EPS Growth is at or above the 60th
percentile of the Peer Financial Institutions’ EPS Growth during the Performance
Period, then the vested amount shall be 1.75 times the Target Amount (“Maximum
Amount”);
	 
	 	(ii)	 	Target. If F.N.B.’s EPS Growth is at the 35th percentile of
the Peer Financial Institutions’ EPS Growth during the Performance Period, then the
vested amount shall be the Target Amount;
	 
	 	(iii)	 	Threshold. If F.N.B.’s EPS Growth is at the 20th
percentile of the Peer Financial Institutions’ EPS Growth during the Performance
Period, then the vested amount shall be 0.5 times the Target Amount (“Threshold
Amount”); and
	 
	 	(iv)	 	Interpolation Between Levels. For amounts between the Threshold and
Target levels or between the Target and Maximum levels, straight line interpolation,
rounded up to the next whole share, will be used to determine the number of Restricted
Stock Units that shall vest on the Vesting Date. For purposes of this Agreement, the
amount of the Participant’s award that vests under the calculation set forth under this
Section 3(b) of the Agreement shall be referred to herein as the “Award Amount.”






	(c)	 	Financial Performance Measurements.






	 	(i)	 	F.N.B. ROATCE. For purposes of this Agreement, the calculation of
F.N.B.’s ROATCE for the Performance Period shall be computed by taking the average of
F.N.B.’s ROATCE for each year in the Performance Period and comparing that to the
average ROATCE for




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	 	 	 	the Peer Financial Institutions for each year in the Performance Period. ROATCE is
calculated for each year in the Performance Period by taking net income available to
common shareholders and adding back the after-tax effect of the amortization of
acquisition-related intangible assets, divided by average common shareholders’
equity minus average acquisition-related intangible assets;
	 
	 	(ii)	 	F.N.B. and Peer Financial Institutions’ EPS. For purposes of this
Agreement, the calculation of F.N.B.’s earnings per common share growth for the
four-year Performance Period shall be computed by calculating the compounded annual
growth rate for F.N.B.’s earnings per common share using 2008 earnings per common
share as the base amount and 2012 earnings per common share as the achieved amount and
comparing this result to the same calculation for the Peer Financial Institutions.




Section 4. Forfeiture; Termination of Employment; and Accelerated Vesting of Restricted Stock
Units. Upon the effective date of the termination of Participant’s employment with F.N.B., the
Restricted Stock Units shall immediately be forfeited and returned to F.N.B. by the administrator
of this award program without consideration or future action being required of the Company; except
that notwithstanding the foregoing, in the event such termination is a result of the following
circumstances:





	(a)	 	Death. The Target Amount shall automatically vest (to the extent this award has
not been previously forfeited) and become payable in accordance with Section 7 hereof immediately
upon Participant’s death between the Grant Date and the Vesting Date.
	 
	(b)	 	Disability. Provided the Vesting Requirements, except for the service
requirement set forth at Section 3(a)(i)(1) hereof, have been met, the Participant shall be
entitled to vesting on the Vesting Date in an amount not less than the pro rata amount of the Award
Amount for the number of full months of the Performance Period (Participant shall be credited with
working the full months of January, February and March 2009) the Participant worked before the
Participant became a “Disabled Participant” (as defined in the Plan) as a portion of the total
number of months (including January, February and March 2009) in the Performance Period. The
number of Restricted Stock Units the Participant is entitled to have vest as a result of becoming a
“Disabled Participant” and payable in accordance with Section 7 hereof, shall be calculated by
multiplying the Award Amount by the fraction, the numerator of which is the number of full months
(including credit for the full months of January, February and March 2009) the Participant worked
during the Performance Period before the date Participant became a “Disabled Participant,” and the
denominator of which is forty-eight (48), representing the total number of months in the
Performance Period.
	 
	(c)	 	Early Retirement. Provided the Vesting Requirements have been met, except for the
service requirement set forth at Section 3(a)(i)(1) hereof, the Participant shall be entitled to
vesting on the Vesting Date of not less than the pro rata amount of the Award Amount, payable in
accordance with Section 7 hereof, for the number of full months of the Performance Period
(Participant shall be credited with working the full months of January, February and March 2009)
during which Participant remained employed until the effective date of the Participant’s “Early
Retirement,” as this term is defined in the Plan (i.e., from the Grant Date to the actual date of
the Participant’s Early Retirement). The number of Participant’s Restricted Stock Units that
Participant is entitled to have vest under this Agreement upon Participant’s “Early Retirement”
shall be calculated by multiplying the Award Amount by the fraction, the numerator of which is the
number of full months the Participant worked during the Performance Period before the Participant’s
actual Early Retirement date, and the denominator of which is forty-eight (48), representing the
total number of months in the Performance Period.
	 
	(d)	 	Normal Retirement. The service vesting requirement set forth under Section
3(a)(i)(1) of this Agreement shall be waived upon Participant’s “Normal Retirement” (as that term
is defined in the Plan) in a




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	 	 	calendar year other than the calendar year in which the award of the Restricted Stock Units was
made to the Participant and Participant’s award shall be entitled to vest on the Vesting Date in
the Award Amount, and payable in accordance with Section 7 hereof, provided the performance vesting
requirements set forth at Section 3(a)(i)(2) and (3) are met; except, however, if Participant’s
“Normal Retirement” occurs in calendar year in which the Restricted Stock Units were granted to
Participants, the amount that shall vest on the Vesting Date will be pro rated by multiplying the
Award Amount by the fraction, the numerator of which is the actual number of full months the
Participant worked in calendar year 2009 prior to the effective date of Participant’s “Normal
Retirement” (including credit for the full months of January, February and March 2009) and the
denominator of which is forty-eight (48), representing the total number of months in the
Performance Period.
	(e)	 	Accelerated Vesting — Change in Control or Sale.






	 	(i)	 	Participant is an Employee of F.N.B. Corporation or First National Bank of
Pennsylvania (“Bank”). In the event a “Change in Control” (as defined in
the Plan) of F.N.B. Corporation or the Bank occurs, prior to the Vesting Date and the
Participant has remained continuously employed by F.N.B., since the Grant Date, the
Target Amount shall immediately vest and be payable in accordance with Section 7
hereof.
	 
	 	(ii)	 	Participant is an Employee of Non-Bank Affiliate. If prior to the
Vesting Date, the Participant is employed by a non-bank affiliate or subsidiary of
F.N.B, and the Participant has remained continuously employed by the non-bank affiliate
or subsidiary, or by the Bank or by F.N.B., the Participant shall be entitled to
immediate vesting on the date of the sale of all or substantially all of the common
stock or assets (“Sale”) of the non-bank affiliate of not less than the pro rata amount
of the Target Amount for the number of full months of the Performance Period
(Participant shall be credited with working the full months of January, February and
March 2009) the Participant was employed before the effective date of the Sale of the
non-bank affiliate. The amount of Participant’s Target Amount that shall vest under
this Agreement upon the Sale of the non-bank affiliate which employs Participant shall
be calculated by multiplying the Target Amount by the fraction, the numerator of which
is the number of full months the Participant worked in the Performance Period up to the
Sale date, (Participant shall be credited with working the full months of January,
February and March 2009), and the denominator of which is forty-eight (48),
representing the total number of months in the Performance Period.
	 
	 	(iii)	 	Termination of Employment While Change in Control Pending. For
purposes of this Agreement, the termination of the Participant’s employment without
“Cause” (as defined in the Plan), following execution of a definitive agreement
contemplating a “Change in Control” of F.N.B. or the Bank, prior to the consummation
date of the “Change in Control” or such Sale, shall immediately result in full vesting
at the Target Amount. In the event the Participant is an employee of a non-bank
affiliate or subsidiary of F.N.B. and such Participant’s employment is terminated
without “Cause” while a Sale of such non-bank affiliate or subsidiary is pending, then
the Restricted Stock Units shall vest in a pro rata amount for each full month up to
the effective date of the Sale.





Section 5. Restrictions. The Restricted Stock Units shall be subject to the following
restrictions:




	(a)	 	Restrictions on Transfer. The Restricted Stock Units may not be sold,
assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to F.N.B.
as a result of forfeiture of the units as provided herein and except by beneficiary designation,
will or by laws of descent and distribution upon the Participant’s death.




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	(b)	 	No Voting Rights. The Restricted Stock Units granted pursuant to this
Agreement, whether or not vested, will not confer any voting rights upon the Participant, unless
and until the Restricted Stock Units are paid to Participant in shares of F.N.B. common stock.
	 
	(c)	 	Restricted Stock Units Subject to the Plans. The Restricted Stock Units
awarded under the Agreement are subject to the terms of the Plan. In the event of a conflict or
ambiguity between any term or provision contained herein and a term or provision of the Plan, the
Plan will govern and prevail.




Section 6. Dividend Equivalents. Any dividend paid in cash on the shares of the F.N.B.
common stock between the Grant Date and the date the Award Amount is paid to Participant under
Section 7 hereof shall not be paid currently, but subject to the vesting requirements described
herein, shall be converted into additional Restricted Stock Units and delivered to Participant in
accordance with Section 7 hereof. Any Restricted Stock Units resulting from the conversion of
these dividend amounts (“Dividend Units”) will be considered Restricted Stock Units for purposes of
this Agreement and will be subject to all the terms, conditions and restrictions set forth herein.
The Dividend Units shall be made in whole and/or fractional Restricted Stock Units and shall be
based on the “Fair Market Value” (as defined in the Plan) of the shares of F.N.B. common stock on
the date of payment of any such dividend. All Dividend Units shall be subject to the same vesting
requirements applicable to previously held Restricted Stock Units in respect of which they were
credited and shall be payable in accordance with Section 7 of this Agreement.



Section 7. Payment of Vested Restricted Stock Units. Payment of Vested Restricted Stock
Units shall be made within thirty (30) days of the Vesting Date following satisfaction of the
Vesting Requirements or within thirty (30) days of an accelerated vesting event described in
Section 3 herein. The Restricted Stock Units shall be paid in shares of F.N.B. common stock, after
deduction of applicable minimum statutory withholding taxes as determined by F.N.B.



Section 8. Adjustments and Significant Events.





	(a)	 	Adjustments. The Committee shall have the authority to make equitable
adjustments to the Restricted Stock Units in recognition of unusual or non-recurring events
affecting F.N.B. or the financial statements of F.N.B. in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be extraordinary or
unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business
or related to a change in accounting principles. Additionally, the Restricted Stock Units awarded
under this Agreement shall be subject to the provisions of Section 2.6 of the Plan relating to
adjustments for changes in corporate capitalization.
	 
	(b)	 	Significant Events. In accordance with the terms of the Plan the Committee may
determine the occurrence of a “significant event” which the Committee expects to have a substantial
effect on the measurement of F.N.B.’s ROATCE Performance Goal or F.N.B.’s EPS Growth specified in
this Agreement and therefore, the Committee has sole discretion to establish a revised F.N.B.
ROATCE or F.N.B. EPS Growth measurement or other performance measurement as it shall deem necessary
and equitable for purposes of maintaining the objective of the Award Amount award contemplated by
this Agreement. Such modification of the performance measurements specified in this Agreement by
the Committee shall ensure that the F.N.B.’s ROATCE Performance Goal or the earnings per common
share measurements described in Section 3(c)(ii) hereof, or establishment of new performance
measurements shall in no event be detrimental to the Participant and shall be consistent with any
adjustment to the Company’s capital structure during the Performance Period. Such “significant
events” contemplated herein may include, but not be limited to, capital raises, stock splits, stock
buybacks, sale of business units, business restructuring charges, merger related costs,
non-recurring activities, and other comparable events.





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Section 9. No Right of Employment. Nothing in this Agreement shall confer upon the
Participant any right to continue as an employee of F.N.B. nor interfere in any way with the right
of F.N.B. to terminate the Participant’s employment at any time or to change the terms and
conditions of such employment.



Section 10. Participant Bound by Plan. The Participant hereby acknowledges receipt of
an e-mail from the Company which includes attachments containing copies of (a) the Plan and (b) the
Prospectus relating to the Plan in connection with the registration of F.N.B. common stock under
the Securities Act of 1933, as amended, and the Participant agrees to be bound by all the terms and
provisions thereof. The Participant may receive a free hard copy of these Plan prospectus
documents by requesting a copy from the Company Human Resources Department. To the extent of any
inconsistency between the terms of this Agreement and the terms of the Plan, the latter shall
govern. All capitalized terms used herein and not defined herein shall have the meanings ascribed
to such terms in the Plan.




Section 11. Notices. Any notice hereunder to the Company shall be addressed to it at its
office, F.N.B. Corporation, 3015 Glimcher Blvd., Hermitage, Pennsylvania 16148, c/o Human Resources
Department, and any notice hereunder to the Participant shall be addressed to him/her at his/her
address provided to the Company from time to time, subject to the right of either party to
designate at any time hereafter in writing some other address.



Section 12. Construction and Dispute Resolution. This Agreement shall be governed by and
construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflict of laws. All headings in this Agreement have been inserted solely
for convenience of reference only, are not to be considered a part of this Agreement, and shall not
affect the interpretation of any of the provisions of this Agreement. In the event of any dispute
or claim relating to or arising out of this Agreement, the Participant and the Company agree that
all such disputes shall be fully and finally resolved by binding arbitration conducted by the
American Arbitration Association (“AAA”) in Mercer County, Pennsylvania in accordance with the
AAA’s National Rules for the Resolution of Employment Disputes. The Participant acknowledges that
by accepting this arbitration provision he/she is waiving any right to a jury trial in the event of
a covered dispute. The arbitrator may, but is not required, to order that the prevailing party
shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in any
arbitration arising out of this Agreement.



Section 13. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original, but both of which together shall constitute one and the same
instrument.



Section 14. Capital Purchase Program. During the period F.N.B. remains subject to the
CPP executive compensation limitations, restrictions and prohibitions (“CPP Requirements”),
Participant’s Shares which qualify to vest under Section 2 hereof shall vest to the fullest extent
permitted under the CPP; except that notwithstanding the foregoing, in the event a portion or all
of Participants’ Shares are not permitted to fully vest as a result of the CPP Requirements, any
forfeiture or lapse of the Shares which may result therefrom shall be immediately tolled and the
Shares shall vest on the seventh (7th) calendar day (or the next business day if this
date falls on a weekend or federal holiday) after the CPP Requirements no longer apply to the
Participant.




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IN WITNESS WHEREOF, F.N.B. Corporation has caused this Restricted Stock Unit Award Agreement to be
executed on its behalf by its authorized officer and the Participant has executed this Restricted
Stock Unit Award Agreement, both as of the day and year first above written.





	 	 	 	 	 
	 	 	F.N.B. CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Stephen J. Gurgovits
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






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