EX-10.3






Exhibit 10.3




F.N.B. CORPORATION




RESTRICTED STOCK AGREEMENT

(Pursuant to 2007 Incentive Compensation Plan)




This Amended Restricted Stock Award Agreement (the “Agreement”) is made effective as of
January 20, 2010, (the “Award Date”) between F.N.B. CORPORATION, a Florida corporation (the
“Company”), and Stephen J. Gurgovits (the “Employee”).



W I T N E S S E T H T H A T:




WHEREAS, at a meeting of the Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”) held on the Award Date, the Committee, pursuant to the
F.N.B. Corporation 2007 Incentive Compensation Plan (the “Plan”), awarded to certain employees of
the Company, employees of First National Bank of Pennsylvania (the “Bank”) and employees of other
non-Bank Affiliates (the term “Affiliates” is defined in the Plan), shares of the Company’s Common
stock, par value $0.01 per share (the “Stock”);



WHEREAS, the January 20, 2010 Restricted Stock Agreement entered into with Employee is hereby
being amended to correct certain scrivener’s errors concerning the terms and conditions of said
agreement and to replace said agreement.



NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
intending to be legally bound hereby, each of the parties covenants and agrees to the amended terms
of the Agreement as follows:



1. Award of Restricted Stock. Subject to the terms and conditions of the Plan and
this Agreement, the Company, pursuant to the Plan, which is incorporated herein by reference
thereto and made a part hereof as though set forth in full herein (refer to Section 5 herein for a
copy of the Plan), hereby confirms the award to the Employee, on the date first written above, of
an aggregate of 27,404 shares of Stock (the “Shares”).



2. Terms and Conditions. The award of Shares to the Employee is subject to the
following terms and conditions:




(a) Vesting and Forfeiture. Except for accelerated vesting of the Shares which
may occur pursuant to Section 2(b), (c) and (d) of this Agreement, the Employee shall be
entitled to immediate vesting effective on the date the Employee resigns or his employment
is terminated without “Cause” or on the date of the termination of Employee’s Amended and
Restated Consulting Agreement dated June 18, 2008, as amended (“Consulting Agreement”) of
not less than the pro rata amount of the Shares (together with all dividends and/or shares
of stock purchased on account of such Shares under the Company Dividend Reinvestment and
Voluntary Stock Purchase Plan (“DRP”) for the number of full months of the period between
Award Date and January 16, 2013 (“Vesting Date”) during which Employee remained continuously
employed by the Company until the actual date on which Employee ceased to be employed by the
Corporation or ceased to continuously provide services under the Employee’s Consulting
Agreement. The number of Shares that shall vest under this Agreement shall be calculated by
multiplying the Shares by the fraction, the numerator of which is the number of full months
the Employee worked during the Vesting Period since the Award Date (for purposes of this
Agreement the Employee is deemed to have worked the full month of January 2010) before the
effective date of his resignation, or termination without “Cause” and denominator of which
is thirty-six (36), representing the total number of months in the Vesting Period, less the
number of full months of the Vesting Period prior to the Award Date.




(b) Accelerated Vesting — Change in Control or Sale. In the event of a
“Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has
remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date,
the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in
this Agreement shall also include all dividends and/or shares of Stock purchased under the
DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall
lapse and such Shares shall vest immediately upon the sale of all or substantially all of
the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the
Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In
the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale
occurs and the Employee has been continuously employed by the Affiliate, Company or Bank
since the Award Date, the Shares shall vest in an amount not less than the pro rata amount
of the Shares awarded under this Agreement for the period from the Award Date to the
consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number
of Shares times the fraction, the numerator of which is the actual number of full months
the Employee worked from the Award Date (Employee shall be credited with working the full
months of January, February and March 2010) to the consummation date of the Sale of the
non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the
number of full months (including January, February and March 2010) in the Vesting Period.
(By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1,
2011, the Employee would be entitled to vesting of one-half of the Shares (18 months
worked/36 months total in the Vesting Period) under this Agreement).




(c) Termination While Change in Control is Pending. For purposes of this
Agreement the termination of the Employee without “Cause” (as defined in the Plan),
following execution of a definitive agreement contemplating a “Change in Control” or Sale of
the Bank or non-Bank Affiliate, prior to the consummation date of the “Change in Control”
shall result in the full vesting of the Shares or in the case of the Sale of a non-bank
affiliate, pro rata vesting for the period of time the Employee worked between the Award
Date and the consummation date of such Sale of a non-Bank Affiliate of the Shares on the
consummation date of a “Change in Control” or such Sale.




(d) Termination of Employment; Forfeiture or Acceleration of Shares.
Upon the effective date of the termination of Employee’s employment with the Company, the
Bank, or a non-Bank Affiliate, all Shares then subject to a risk of forfeiture shall
immediately be forfeited and returned to the Company by the administrator of the DRP without
consideration or further action being required of the Company; except in the event such
termination is a result of the following circumstances:




	 	(1)	 	Death. The restrictions on the Shares
shall lapse and the Shares shall automatically vest immediately as a
result of Employee’s death during the Vesting Period.






	 	(2)	 	Disability. The restrictions on the
Shares shall lapse and the Shares shall automatically vest immediately
as a result of Employee becoming a “Disabled Participant” (as that term
is defined in the Plan) during the Vesting Period.






(e) Enrollment of Shares in DRP. All Shares shall be enrolled in the
Employee’s name in the Company’s DRP and must remain enrolled in the DRP throughout the
Vesting Period applicable to such Shares. On the date on which the transfer restrictions on
any Shares lapse, the Company shall notify the DRP Administrator as to the name of the
Employee and the number of the Employee’s Shares as to which the restrictions have lapsed.
The Employee shall be entitled to exercise all rights to the unrestricted Shares, including
the right to withdraw such Shares from the DRP, in accordance with the terms of the DRP. On
the Vesting Date the Company shall require Employee to remit to the Company an amount
sufficient to satisfy any tax withholding requirements prior to the delivery or sale of any
certificate for the unrestricted Shares, or the Company shall withhold an appropriate amount
from the unrestricted Shares to be delivered or sold sufficient to satisfy all or a portion
of such tax withholding requirements.




(f) Voting and Dividend Rights. The Employee shall have full voting rights
with respect to all Shares, including the Shares that have not yet vested, unless and until
such Shares are forfeited to the Company. In addition, the Employee shall have full cash
and stock dividend rights with respect to all Shares; provided that (i) all such dividends
or other distributions as to Shares enrolled in the DRP shall be credited to the Employee’s
account in the DRP and, in the case of cash dividends, used to purchase shares of Stock
pursuant to the DRP; and (ii) all Shares credited to the Employee as a result of such cash
or stock dividends shall be subject to the same restrictions on transferability and the same
risk of forfeiture as the Shares that are the basis for the dividend.




(g) Transfer Restrictions. The Employee may not transfer any Shares awarded
hereunder during the Vesting Period applicable to such Shares, that is, until the Employee’s
right to such Shares has vested and such Shares are no longer subject to a risk of
forfeiture. The Employee may, from time to time, name any beneficiary or beneficiaries to
whom any benefit under this Agreement is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each designation will revoke all prior
designations by the Employee, shall be in a form prescribed by the Committee and will be
effective only when filed by the Employee in writing with the Company during his or her
lifetime. In the absence of any such designation, benefits remaining unpaid at the
Employee’s death shall be paid to his or her estate, subject to the terms of the Plan.




(h) No Right to Continued Employment. This Agreement shall not confer upon
the Employee any right with respect to continuance of employment by the Company or an
Affiliate,




or shall it interfere in any way with the right of his/her employer to terminate his/her
employment at any time.




(i) Compliance With Laws and Regulations. The award of Shares evidenced
hereby shall be subject to all applicable federal and state laws, rules, and regulations and
to such approvals by any government or regulatory agency as may be required. The Company
shall not be required to issue or deliver any certificates for shares of stock prior to (i)
the listing of such shares on any stock exchange on which the Stock may then be listed and
(ii) the effectiveness of any registration statement with respect to such shares that
counsel for the Company deems necessary or appropriate.



3. Investment Representation. The Committee may require the Employee to
furnish to the Company, prior to the issuance of any Shares, an agreement (in such form as the
Committee may specify) in which the Employee represents that the Shares acquired by him or her are
being acquired for investment and not with a view to the sale or distribution thereof.



4. Withholding. The Company, the Bank, or the Affiliate that employs the Employee
shall make appropriate withholdings, if any, from his/her compensation for federal, state and local
taxes payable as a result of the award or vesting of Shares evidenced hereby.



5. Employee Bound by Plan. The Employee hereby acknowledges receipt of an e-mail from
the Company which includes attachments containing copies of (a) the Plan, (b) the Prospectus
relating to the Plan in connection with the registration of the Shares under the Securities Act of
1933, as amended, and (c) the Company’s current Prospectus relating to the DRP, and the Employee
agrees to be bound by all the terms and provisions thereof. The Employee may request a hard copy of
these documents by requesting a copy from the Company’s Human Resources Department. To the extent
of any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan shall
govern. All capitalized terms used herein and not defined herein shall have the meanings ascribed
to such terms in the Plan.



6. Notices. Any notice hereunder to the Company shall be addressed to it at its
office, Attention: F.N.B. Corporation, 3015 Glimcher Blvd., Hermitage, Pennsylvania 16148, c/o
Human Resources Department, and any notice hereunder to the Employee 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.



7. 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 Employee 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 Employee acknowledges that by
accepting this arbitration provision he 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.



8. 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]





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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




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