EX-10.1






Exhibit 10.1




AMENDMENT TO THE F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT

DATED JANUARY 19, 2005

(2001 Incentive Plan)



This Amendment to the Restricted Stock Agreement ( “Amended Agreement”) is made and entered into as
of January 21, 2009 between F.N.B. Corporation, a Florida corporation (the “Company”), and
                                                             (the “Employee”).




WITNESSETH:



WHEREAS, on January 19, 2005 the Company and Employee entered into a Restricted Stock Agreement
(the “Agreement”) in connection with the grant of                      shares of the Company’s Common Stock,
par value $.01 per share (the “Shares”) to Employee.



WHEREAS, the terms of the Agreement provided that all of the shares will fully vest on January 18,
2010 (“Vesting Date”) if the Company’s return on average tangible equity performance during the
calendar year beginning on January 1, 2008 and ending on December 31, 2008 (the “Performance
Period”) is within the Top Quartile of the financial performance of certain peer financial
institutions.



WHEREAS, the Agreement provides that the Company’s return on average equity for the Performance
Period be within the Top Quartile as measured in comparison to the financial performance of the
Company’s peer group return on average tangible equity performance for the twelve month period
beginning on October 1, 2007 and ending on September 30, 2008.



WHEREAS, in view of significant economic circumstances which have adversely impacted the banking
and financial sectors of the United States economy the Company’s Compensation Committee desires to
modify the Agreement in order to align the Company’s and the peer group Performance Periods and
change the date on which the Shares awarded under the Agreements either vest or lapse.



WHEREAS, the Company’s Compensation Committee desires to amend the Agreement to change the vesting
or lapse date to February 28, 2009 and to align the Performance Period for the Company and the peer
financial institutions so that both Performance Periods begin on January 1, 2008 and end on
December 31, 2008.



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 as follows:




1









 








Section 1(a) Amendment





The Agreement between the Company and the Employee is hereby amended as set forth
below:




Effective January 21, 2009 paragraph 2(a)(i) and (ii) are amended in their entirety
to read as follows:




	 	2.	 	Terms and Conditions. The grant of Shares shall be
subject to the terms
described herein.






(a) Vesting and Forfeiture


The Employee’s right to the Shares will vest and become exercisable and
transferable, subject to the following conditions:




	 	(i)	 	All of the Shares shall fully vest on February
28, 2009 (“Vesting Date”) if during the one year period beginning on


January 1, 2008 and ending on December 31, 2008 (the “Performance
Period”), the Company’s return on average tangible equity (“ROATE”)
performance is within the Top Quartile of peer financial institutions
as described in Section 2(a)(ii) herein (“Accrued Shares”), and if the
Employee has been continuously employed by the Company or any of its
affiliates from the date of this Agreement through the Vesting Date, or
on an earlier date in the event of a “Change in Control” or
“Termination of Employment” in accordance with Section 2(a)(iii) and
Section 2(d) herein, respectively.
	 
	 	(ii)	 	For purposes of this Agreement the ROATE shall
be calculated by taking the Company’s net income for 2008, adjusted for


after-tax effect of the amortization of the Company’s intangible
assets, divided by the Company’s average shareholders’ equity for 2008,
minus the Company’s average intangible assets for 2008. Also, for
purposes of this Amended Agreement the term “Top Quartile” shall mean
that the Company’s ROATE performance for the twelve (12) month period
ending December 31, 2008 meets or exceeds the 75th
percentile of the ROATE of the surviving financial institutions for the
twelve (12) month period ending on December 31, 2008, from the list of
peer financial institutions and bank holding companies identified in
Schedule 1 attached hereto, as approved by the Compensation Committee
(“ROATE Performance Goal).




2









 











Section 2. Miscellaneous





	 	(a)	 	Except as modified by this Amended Agreement, all terms,
conditions, covenants, rights and remedies contained in the Agreement and any
documents executed in connection therewith shall remain in full force and
effect and continue to remain valid and enforceable.
	 
	 	(b)	 	This Amended Agreement represents the entire contract between
the parties and no waiver, change, or modification of any part hereof shall be
binding on either party unless in writing and signed by both parties.




IN WITNESS WHEREOF, the Company has caused this Amendment to the F.N.B. Corporation Restricted
Stock Agreement, dated December 23, 2005, to be executed in its name and on its behalf, effective
as of the date provided herein.




	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	F.N.B. CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	Consented to and acknowledged by	 	BY:	 	 	 	 
	 

	 	 	 	 	 	 

Robert V. New, Jr.
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





3









 






AMENDMENT TO THE F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT

DATED DECEMBER 23, 2005

(2001 Incentive Plan)



This Amendment to the Restricted Stock Agreement ( “Amended Agreement”) is made and entered into as
of January 21, 2009 between F.N.B. Corporation, a Florida corporation (the “Company”), and
                                                             (the “Employee”).




WITNESSETH:



WHEREAS, on December 23, 2005 the Company and Employee entered into a Restricted Stock Agreement
(the “Agreement”) in connection with the grant of                      shares of the Company’s Common Stock,
par value $.01 per share (the “Shares”) to Employee.



WHEREAS, the terms of the Agreement provided that all of the shares will fully vest on January 18,
2010 (“Vesting Date”) if the Company’s return on average tangible equity performance during the
calendar year beginning on January 1, 2008 and ending on December 31, 2008 (the “Performance
Period”) is within the Top Quartile of the financial performance of certain peer financial
institutions.



WHEREAS, the Agreement provides that the Company’s return on average equity for the Performance
Period be within the Top Quartile as measured in comparison to the financial performance of the
Company’s peer group return on average tangible equity performance for the twelve month period
beginning on October 1, 2007 and ending on September 30, 2008.



WHEREAS, in view of significant economic circumstances which have adversely impacted the banking
and financial sectors of the United States economy the Company’s Compensation Committee desires to
modify the Agreement in order to align the Company’s and the peer group Performance Periods and
change the date on which the Shares awarded under the Agreements either vest or lapse.



WHEREAS, the Company’s Compensation Committee desires to amend the Agreement to change the vesting
or lapse date to February 28, 2009 and to align the Performance Period for the Company and the peer
financial institutions so that both Performance Periods begin on January 1, 2008 and end on
December 31, 2008.



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 as follows:



Section 1(a) Amendment





The Agreement between the Company and the Employee is hereby amended as set forth
below:



4









 






Effective January 21, 2009 paragraph 2(a)(i) and (ii) are amended in their entirety
to read as follows:




	 	2.	 	Terms and Conditions. The grant of Shares shall be
subject to the terms described herein.






(a) Vesting and Forfeiture


The Employee’s right to the Shares will vest and become exercisable and
transferable, subject to the following conditions:




	 	(i)	 	All of the Shares shall fully vest on February
28, 2009 (“Vesting Date”) if during the one year period beginning on


January 1, 2008 and ending on December 31, 2008 (the “Performance
Period”), the Company’s return on average tangible equity (“ROATE”)
performance is within the Top Quartile of peer financial institutions
as described in Section 2(a)(ii) herein (“Accrued Shares”), and if the
Employee has been continuously employed by the Company or any of its
affiliates from the date of this Agreement through the Vesting Date, or
on an earlier date in the event of a “Change in Control” or
“Termination of Employment” in accordance with Section 2(a)(iii) and
Section 2(d) herein, respectively.
	 
	 	(ii)	 	For purposes of this Agreement the ROATE shall
be calculated by taking the Company’s net income for 2008, adjusted for


after-tax effect of the amortization of the Company’s intangible
assets, divided by the Company’s average shareholders’ equity for 2008,
minus the Company’s average intangible assets for 2008. Also, for
purposes of this Amended Agreement the term “Top Quartile” shall mean
that the Company’s ROATE performance for the twelve (12) month period
ending December 31, 2008 meets or exceeds the 75th
percentile of the ROATE of the surviving financial institutions for the
twelve (12) month period ending on December 31, 2008, from the list of
peer financial institutions and bank holding companies identified in
Schedule 1 attached hereto, as approved by the Compensation Committee
(“ROATE Performance Goal).





Section 2. Miscellaneous





	 	(a)	 	Except as modified by this Amended Agreement, all terms,
conditions, covenants, rights and remedies contained in the Agreement and any
documents executed in connection therewith shall remain in full force and




5









 






	 	 	 	effect and continue to remain valid and enforceable.
	 
	 	(c)	 	This Amended Agreement represents the entire contract between
the parties and no waiver, change, or modification of any part hereof shall be
binding on either party unless in writing and signed by both parties.




IN WITNESS WHEREOF, the Company has caused this Amendment to the F.N.B. Corporation Restricted
Stock Agreement, dated December 23, 2005, to be executed in its name and on its behalf, effective
as of the date provided herein.




	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	F.N.B. CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	Consented to and acknowledged by	 	BY:	 	 	 	 
	 

	 	 	 	 	 	 

Robert V. New, Jr.
	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 	 	 	 	 	 	 
	Officer
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






6









 





AMENDMENT TO THE F.N.B. CORPORATION

RESTRICTED STOCK AGREEMENT

DATED DECEMBER 23, 2005

(2001 Incentive Plan)



This Amendment to the Restricted Stock Agreement ( “Amended Agreement”) is made and entered into as
of January 21, 2009 between F.N.B. Corporation, a Florida corporation (the “Company”), and
                                                             (the “Employee”).




WITNESSETH:



WHEREAS, on December 23, 2005 the Company and Employee entered into a Restricted Stock Agreement
(the “Agreement”) in connection with the grant of                      shares of the Company’s Common Stock,
par value $.01 per share (the “Shares”) to Employee.



WHEREAS, the terms of the Agreement provided that all of the shares will fully vest on January 18,
2010 (“Vesting Date”) if the Company’s return on average tangible equity performance during the
calendar year beginning on January 1, 2009 and ending on December 31, 2009 (the “Performance
Period”) is within the Top Quartile of the financial performance of certain peer financial
institutions.



WHEREAS, the Agreement provides that the Company’s return on average equity for the Performance
Period be within the Top Quartile as measured in comparison to the financial performance of the
Company’s peer group return on average tangible equity performance for the twelve month period
beginning on October 1, 2008 and ending on September 30, 2009.



WHEREAS, in view of significant economic circumstances which have adversely impacted the banking
and financial sectors of the United States economy the Company’s Compensation Committee desires to
modify the Agreement in order to align the Company’s and the peer group Performance Periods and
change the date on which the Shares awarded under the Agreements either vest or lapse.



WHEREAS, the Company’s Compensation Committee desires to amend the Agreement to change the vesting
or lapse date to February 28, 2010 and to align the Performance Period for the Company and the peer
financial institutions so that both Performance Periods begin on January 1, 2009 and end on
December 31, 2009.



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 as follows:



Section 1(a) Amendment





The Agreement between the Company and the Employee is hereby amended as set forth
below:



7









 






Effective January 21, 2009 paragraph 2(a)(i) and (ii) are amended in their entirety
to read as follows:




	 	2.	 	Terms and Conditions. The grant of Shares shall be
subject to the terms described herein.






(a) Vesting and Forfeiture


The Employee’s right to the Shares will vest and become exercisable and
transferable, subject to the following conditions:




	 	(i)	 	All of the Shares shall fully vest on February
28, 2010 (“Vesting Date”) if during the one year period beginning on


January 1, 2008 and ending on December 31, 2009 (the “Performance
Period”), the Company’s return on average tangible equity (“ROATE”)
performance is within the Top Quartile of peer financial institutions
as described in Section 2(a)(ii) herein (“Accrued Shares”), and if the
Employee has been continuously employed by the Company or any of its
affiliates from the date of this Agreement through the Vesting Date, or
on an earlier date in the event of a “Change in Control” or
“Termination of Employment” in accordance with Section 2(a)(iii) and
Section 2(d) herein, respectively.
	 
	 	(ii)	 	For purposes of this Agreement the ROATE shall
be calculated by taking the Company’s net income for 2008, adjusted for


after-tax effect of the amortization of the Company’s intangible
assets, divided by the Company’s average shareholders’ equity for 2008,
minus the Company’s average intangible assets for 2009. Also, for
purposes of this Amended Agreement the term “Top Quartile” shall mean
that the Company’s ROATE performance for the twelve (12) month period
ending December 31, 2009 meets or exceeds the 75th
percentile of the ROATE of the surviving financial institutions for the
twelve (12) month period ending on December 31, 2009, from the list of
peer financial institutions and bank holding companies identified in
Schedule 1 attached hereto, as approved by the Compensation Committee
(“ROATE Performance Goal).




Section 2. Miscellaneous





	 	(a)	 	Except as modified by this Amended Agreement, all terms,
conditions, covenants, rights and remedies contained in the Agreement and any
documents executed in connection therewith shall remain in full force and




8









 






	 	 	 	effect and continue to remain valid and enforceable.
	 
	 	(d)	 	This Amended Agreement represents the entire contract between
the parties and no waiver, change, or modification of any part hereof shall be
binding on either party unless in writing and signed by both parties.




IN WITNESS WHEREOF, the Company has caused this Amendment to the F.N.B. Corporation Restricted
Stock Agreement, dated December 23, 2005, to be executed in its name and on its behalf, effective
as of the date provided herein.




	 	 	 	 	 	 	 	 	 
	EMPLOYEE	 	F.N.B. CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	Consented to and acknowledged by	 	BY:	 	 	 	 
	 	 	 	 	Robert V. New, Jr.	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 	 	 	 	 	 	 
	Officer
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 







9