EX-10.5






Exhibit 10.5




F.N.B. CORPORATION




AMENDED RESTRICTED STOCK UNIT AWARD AGREEMENT

(Pursuant to 2007 Incentive Compensation Plan)




This Amended Restricted Stock Unit Award Agreement (the “Agreement”) is between Stephen J.
Gurgovits (“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 17, 2010 (“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;



WHEREAS, the March 17, 2010, Restricted Stock Unit Award Agreement entered into with
Participant is hereby being amended to correct certain scrivener’s errors concerning the terms and
conditions of said agreement and to replace said agreement; and



WHEREAS, the Participant has accepted the grant of the Restricted Stock Units and agrees to
the amended 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 confirms the grant to Participant of 50,393 Restricted
Stock Units (the “Target Amount”) which shall become vested in shares of F.N.B. common stock in an
amount as determined under Section 3(b) hereof provided that the applicable Vesting Requirements
described in 3(a)(i)(1) and (2) 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)	 	Service and Performance Requirements. Subject to the forfeiture and
accelerated vesting provisions set forth in Section 4 hereof, 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, 2014 (“Vesting
Date”), provided each of the following two vesting requirements set forth in Section
3(a)(i)(1) and (2) below, are satisfied, which shall both hereinafter be referred to as
the “Vesting Requirements,” or individually as the “Vesting Requirement.”






	 	(1)	 	Service Requirement. Participant remains continuously
employed by F.N.B. from the Grant Date through the Vesting Date; and






	 	(2)	 	Performance Requirement. 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, 2010, and ending on
December 31, 2013 (the “Performance Period”), is greater than or equal to the
25th 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 March 17, 2010 (“ROATCE Performance Goal”).





(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 diluted earnings per common share growth (“F.N.B.
EPS Growth”) during the Performance Period is at or above the 75th
percentile of the Peer Financial Institutions’ diluted earnings per common share growth
(“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 during the Performance Period is at the
50th 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 during the Performance Period is at
the 25th 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 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 diluted 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 diluted earnings per common share using 2009 diluted
earnings per common share as the base amount and 2013 diluted 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 2010) 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 2010) 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 2010) 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) Termination of Employment. 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 in an amount not less than the pro rata amount of the Award Amount
for the number of full months of the Performance Period the Participant was employed by F.N.B. or
performed services for F.N.B. pursuant to his Amended and Restated Consulting Agreement dated June
18, 2008, as amended (“Consulting Agreement”) since the Grant Date, before the Participant’s
employment was terminated without “Cause” (as defined in the Plan) or the Consulting Agreement was
terminated. If the Company terminates Participant’s employment without “Cause” or terminates his
service under the Consulting Agreement, the number of restricted units the Participant is entitled
to have vest 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 since the
Grant Date that the Participant was employed by F.N.B. or during which the Consulting Agreement
remained in effect during the Performance Period before the actual date of the termination of



Participant’s employment or the Consulting Agreement and the denominator of which is forty-eight
(48), representing the total number of months in the Performance Period, less the number of full
months of the Performance Period prior to the Grant Date.




	(d)	 	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 2010) 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 2010), 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.



(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 F.N.B. Corporation Dividend Reinvestment and
Director Stock Purchase 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. Any dividends not paid in cash between the Grant
Date and the date of the Award Amount shall be converted into additional Restricted Stock Units in
accordance with the terms of the Plan.



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 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 F.N.B. EPS Growth described
in Section 3(c) 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.



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.



[Remainder of the Page Left Intentionally Blank]






1






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



F.N.B. CORPORATION



/s/Vincent J. Delie, Jr.  Vincent J. Delie, Jr.

President and Chief Executive Officer

/s/Stephen J. Gurgovits

Stephen J. Gurgovits




2