EX-10.3






EXHIBIT 10.3




CAPITAL PURCHASE PROGRAM AGREEMENT AND WAIVER




     This Executive Compensation Agreement (the “Agreement”) is made and entered into
effective as of January 9, 2009, by and between F.N.B. Corporation, a Florida corporation (the
“Company”), and                                         (the “Executive”).



     WHEREAS, the Company, through the Committee, also has made certain equity-based compensation
awards to the Executive (the “Awards”), and provides compensation and benefits through
other plans, programs and arrangements (such plans, programs and arrangements are herein referred
to collectively as the “Plans”); and



     WHEREAS, the United States Department of the Treasury (the “UST”), under the Troubled
Asset Relief Program established by the Emergency Economic Stabilization Act of 2008
(“EESA”), has implemented the Capital Purchase Program (“CPP”), under which the UST
may purchase shares of preferred stock and warrants from eligible financial institutions; and



     WHEREAS, the UST has promulgated certain requirements and conditions for institutions that
wish to participate in the CPP, including the imposition of certain restrictions on executive
compensation; and



     WHEREAS, the UST retains the right to and may promulgate additional requirements and
guidelines for institutions that wish to participate in the CPP; and



     WHEREAS, the Company and the Executive believe that it is in the best interests of the Company
to participate in the CPP in order to utilize a potential new source of capital that will provide
the Company with economic benefits; and



     WHEREAS, the Company and the Executive now consider it desirable to amend the Policy, Plans
and Awards by this Agreement to qualify for participation in the CPP;



     NOW THEREFORE, in consideration of the mutual promises herein made and for the benefits the
Executive will receive as a result of the Company’s participation in the CPP, the sufficiency of
which are expressly acknowledged, the Company and the Executive agree as follows:




     1. During any “CPP Covered Period,” notwithstanding any other provision of the Policy,
Plans or Awards, to the contrary, the limitations and restrictions of Section 111(b) of EESA
will apply to the Company and the Executive, and the Policy, Plans and Awards are hereby
deemed amended by this Agreement. A “CPP Covered Period” is any day on which (A) the
Executive is a “senior executive officer” (as defined in Section 111(b)(3) of EESA), and (B)
the UST holds an equity or debt position acquired from the Company in the CPP.




     2. During any CPP Covered Period, the Executive hereby agrees and consents to take such
actions as are necessary and appropriate to establish modifications, conditions, or other
restrictions on the Executive’s compensation, including, without



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limitations, amendments of the Policy, Plans and Awards, in order to comply with
Section 111(b) of EESA, its conforming regulations, and any other relevant requirements of
EESA and the CPP, as applicable, including, without limitation, termination of the Policy,
Plans, Awards, or other compensation arrangements, to the extent such action may reasonably
be deemed necessary by the Company, in the opinion of its counsel, in order to so comply.
Without limiting the application of the preceding sentence, the Executive hereby consents to
the amendment of the Policy, Plans, and Awards, as they relate to the Executive, and the
Executive formally waives any claims the Executive may otherwise have against the Company,
its subsidiaries, affiliates, assigns or successors (including any officer or director
thereof) relating to the amendment or any termination of the Policy, Plans, Awards, and
other compensation arrangements.




     3. The Executive hereby voluntarily waives any claim against the United States or the
Company for any changes to the Executive’s compensation or benefits that are required to
comply with the regulation issued by the UST as published in the Federal Register on October
20, 2008 (the “Regulation”). The Executive acknowledges that the Regulation may
require modification of the compensation, bonus, incentive and other benefit plans,
arrangements, policies and agreements (including so-called “golden parachute” agreements)
that the Executive has with the Company or in which the Executive participates as they
relate to the CPP Covered Period. This waiver includes all claims the Executive may have
under the laws of the United States or any state related to the requirements imposed by the
aforementioned regulation, including without limitation a claim for any compensation or
other payments the Executive would otherwise receive, any challenge to the process by which
the Regulation was adopted and any tort or constitutional claim about the effect of the
Regulation on the Executive’s employment relationship.




     4. If the UST provides notice, in order to comply with Section 111(b)(2)(B) of EESA
requiring, the Company to claw back, because the payments were based on materially
inaccurate financial statements or any other materially inaccurate performance metric
criteria, all or any bonus or incentive compensation paid to the Executive during any CPP
Covered Period, the Company will indemnify the Executive for reasonable legal fees incurred
in connection with any challenge to the UST’s claims and will reimburse the Executive’s
reasonable expenses incurred in the filing of amended or other tax returns as may be
necessary in connection with such clawback, in each case subject to the same terms and
conditions for the indemnification of officers as apply under the Company’s by-laws; in each
case, provided that the materially inaccurate financial statements or any other materially
inaccurate performance metric criteria that resulted in the clawback requirement was not
caused, directly or indirectly, by the Executive’s misconduct or gross negligence.




     5. Any deemed amendment of the Policy, Plans and Awards will only apply to the
Executive during a CPP Covered Period, and will automatically lapse as to the Executive and
the Company on the close of business on the day the UST no longer holds an equity or debt
position acquired from the Company in the CPP.




     6. If any portion of this Agreement is found to be invalid or unenforceable, the
remainder of the Agreement shall remain in full force and effect. This Agreement



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shall constitute the entire agreement between the Company and the Executive with
respect to the subject matter hereof and supersedes all prior or contemporaneous
representations and agreements related thereto.




     7. This Agreement will be governed by Delaware law.



     IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement on the date
indicated above.



	 	 	 	 	 	 	 
	F.N.B. CORPORATION	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	     Robert V. New, Jr.	 	 	 	 
	 

	 	     President and Chief Executive Officer	 	 	 	 







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