EX-10.2






Exhibit 10.2




EMPLOYMENT AGREEMENT




This EMPLOYMENT AGREEMENT (this “Agreement”) dated effective as of February 21, 2013 (the
“Effective Date”), between First National Bank of Pennsylvania, having its principal place of
business at One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 (the “Employer”), and John C.
Williams, Jr., an individual whose address is 269 Merion Drive, Pittsburgh, PA 15228 (the
“Executive”).



WITNESSETH:




WHEREAS, the Employer desires to provide for the continued employment of the Executive, and
the Executive desires to continue his employment with the Employer, all in accordance with the
terms and subject to the conditions set forth in this Agreement;



NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, the Employer and the Executive, intending to be legally bound hereby, mutually agree as
follows:



1. Employment. On the Effective Date, the Executive shall be employed by the Employer
as the President (with such position described and any future positions to which the Executive is
assigned or appointed by the Board or Employer) (the “Position”), in accordance with the terms and
subject to the conditions set forth in this Agreement.



2. Term. The “Term” of this Agreement shall be the period commencing with the
Effective Date and ending on the second one-year anniversary of the Effective Date; provided that,
on the first annual anniversary of the Effective Date and on each subsequent annual anniversary
thereafter (each, an “Extension Date”), the Term will be automatically extended by twelve (12)
months (so that on each such Extension Date, the Agreement will have a remaining Term of two
years), unless either the Executive or the Employer’s Board of Directors (the “Board”) gives the
other written notice at least thirty (30) days in advance of an Extension Date that such automatic
renewal shall cease. Unless otherwise provided in this Agreement or mutually agreed by the
Employer and the Executive, all of the terms and conditions of this Agreement shall continue in
full force and effect throughout the Term and, with respect to those terms and conditions that
apply after the Term, after the Term.



3. Duties. During the Term, the Executive shall serve in the Position and perform all
duties and services commensurate with the Position, and such other duties reasonably assigned or
delegated to him under the By-laws of the Employer or from time to time by the Board or the F.N.B.
Corporation Chief Executive Officer (CEO) and consistent with the Position. The Executive shall
devote all of the Executive’s business time and attention to the performance of the Executive’s
duties under this Agreement and, during the Term, the Executive shall not engage in any other
business enterprise that requires any significant amount of the Executive’s personal time or
attention, unless the CEO gives him prior written permission. The Executive will at all times
comply with all applicable laws pertaining to the performance of this Agreement, and strictly
adhere to and obey all of the ethical rules, regulations, policies, codes of conduct, procedures
and instructions in effect from time to time relating to the conduct of employees of the Employer
and/or its Affiliates (as defined below). The foregoing provision shall not prevent the
Executive’s purchase, ownership or sale of any interest in any business that does not compete with
the business of the Employer, or its Affiliates, or the Executive’s involvement in charitable or
community activities, provided, that (i) the time and attention that the Executive devotes to such
business and charitable or community activities does not interfere with the performance of his
duties under this Agreement, (ii) a material portion of the time devoted by the Executive to
charitable or community activities are devoted to charitable or community activities within the
Employer’s market area, and (iii) such conduct complies in all material respects with applicable
policies of the Employer and its Affiliates.



For purposes of this Agreement, the term “Affiliate” includes (a) a corporation that is a
member of the same controlled group of corporations (within the meaning of Section 414(b) of the
Code) as the Employer, (b) a trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with the Employer, (c) any organization (whether
or not incorporated) that is a member of an affiliated service group (within the meaning of Section
414(m) of the Code) that includes the Employer, a corporation described in clause (a) of this
paragraph or a trade or business described in clause (b) of this paragraph, and (d) any other
entity that is required to be aggregated with the Employer pursuant to regulations promulgated
under Section 414(o) of the Code.



4. Compensation. For all services to be rendered by the Executive under this
Agreement:



(a) The Employer shall pay the Executive no less than a base salary (the “Base Salary”) at an
annual rate of $315,000. At the end of each fiscal year of the Employer, the Board or the
Compensation Committee of the Board shall review the amount of the Executive’s Base Salary, and may
increase such Base Salary for the following year to such amount as the Board (or Committee) may
determine in its sole discretion. Such adjusted annual salary then shall become the Executive’s
“Base Salary” for purposes of this Agreement. Such Base Salary and other compensation shall be
payable in accordance with the Employer’s normal payroll practices as in effect from time to time.



(b) Bonus. The Executive shall be entitled to receive from the Employer, in
accordance with applicable policies of the Employer relating to incentive compensation for
executive officers, an annual bonus (the “Bonus”), under the terms of the 2007 Incentive Plan or
any successor plan, at the same time and in the same form as bonuses are paid to other senior
executive officers of the Employer. The Board shall determine the amount of any such Bonus, in its
sole discretion, based upon the performance of the Employer and the contributions of the Executive
to such performance. The Employer will pay the Bonus within the period ending on the
15th day of the third month following the end of the Employer’s fiscal year, but in no
event after the close of the Employer’s fiscal year following the year the Bonus is earned.



(c) Benefits. The compensation provided in this paragraph 4 shall be in addition to
such rights as the Executive may have, during the Executive’s employment under this Agreement or
thereafter, to participate in and receive benefits from or under any employee benefit plans the
Employer or its Affiliates may in their discretion establish or maintain for their employees or
executives, including but not limited to, the 401(k) plan, retirement income plan, incentive plan
and group health insurance, life insurance and disability insurance plans. To the extent any of
such benefits are taxable to the Executive, the Executive shall be solely responsible for such
taxes.



(d) Perquisites. From and after the Effective Date and throughout the Term the
Employer will pay the annual dues for the Executive’s club membership.



(e) Expenses. The Employer shall promptly reimburse the Executive for (i) all
reasonable expenses paid or incurred by the Executive in connection with the performance of the
Executive’s duties and responsibilities under this Agreement, upon presentation of expense vouchers
or other appropriate documentation in accordance with the Employer’s policies, and (ii) all
reasonable professional expenses, such as licenses and dues and professional educational expenses,
approved by the CEO and paid or incurred by the Executive during the Term.



(f) Vacation. The Executive shall be entitled to twenty (20) days of paid vacation
leave during each calendar year, to be taken at such time or times as the Executive and the
Employer shall mutually determine. Earned but unused vacation shall be accrued in accordance with
the Employer’s written vacation policy. Paid vacation days will increase consistent with the
Employer’s policy.



5. Termination of the Employment. The Board of Directors of the Employer shall have
the right to terminate the Executive’s employment under this Agreement at any time during the Term,
for Cause, for other than Cause, or on account of the Executive’s Permanent Disability, subject to
the provisions of this paragraph 5. The Executive’s employment under this Agreement shall
automatically terminate upon the Executive’s death during the Term. The Executive’s “Termination
Date” shall be the date specified in written notice from the Board to the Executive, or to the
Board from the Executive in accordance with subparagraph (c) below, given in accordance with the
provisions of paragraph 13, except as otherwise agreed by the parties.



(a) Accrued Obligations. Upon the Executive’s employment termination for any reason,
the Employer shall pay to the Executive (or to the Executive’s representative or estate, in the
event of his death or Permanent Disability), within ten (10) days after the Termination Date, an
amount equal to the sum of (i) the Executive’s Base Salary accrued through the Termination Date,
(ii) any Bonus earned as of the Termination Date under the Employer’s bonus program, but not yet
paid to the Executive, (iii) any amounts payable under any of the employee benefit plans of the
Employer or its Affiliates in accordance with the terms of such plans, except as may be required by
Section 401(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) any accrued
but unpaid vacation, in accordance with the terms of the Employer’s vacation plan, and (v) any
unreimbursed business expenses incurred by the Executive on the Employer’s behalf, in accordance
with the Employer’s reimbursement policies. Such payments, rights and benefits described in
clauses (i) through (v) of this paragraph are collectively referred to herein as the “Accrued
Obligations.”



(b) If the Employer terminates the Executive’s employment under this Agreement for any reason
other than for Cause, or the Executive terminates his employment under this Agreement for Good
Reason, the Employer shall pay or provide to the Executive, promptly after the Termination Date,
the severance benefits described in subparagraphs (i), (ii) and (iii) below, subject to (iv)
through (vii) below:




(i) The Employer shall allow the Executive to continue participation for himself and
his eligible dependants under the Employer’s group health plan on the same terms as
applicable to active employees (e.g., at the same cost to the Executive) for a period equal
to the lesser of (i) twenty-four (24) months (the “Subsequent Period”), or (ii) the period
from the Termination Date through the date the Executive or such dependents, as the case may
be, first become eligible for coverage under any group health plan of another employer. To
the extent these payments are subject to Code Section 409A, then such expenses must be
incurred before the last day of the second taxable year following the taxable year in which
the termination occurred, provided that any reimbursement for such expenses be paid before
the Executive’s third taxable year following the taxable year in which the termination
occurred.




(ii) The Employer shall continue to pay the Executive, for the duration of the
Subsequent Period, the Executive’s Base Salary as of the Termination Date, in accordance
with the Employer’s generally applicable payroll policies; and




(iii) For each year in the Subsequent Period, Employer shall pay the Executive’s
Average Annual Bonus in equal installments consistent with Company’s payroll practices and
commencing on the first regularly scheduled payroll date following the 60 day anniversary of
the Executive’s separation from service. For purposes of this subparagraph, the Executive’s
Average Annual Bonus shall be determined by dividing the total of the annual amounts paid to
the Executive as a Bonus for the last three completed fiscal years ending within the Term by
three.




(iv) Prior to receiving any payment, coverage or benefit as provided in this paragraph
5(b), the Executive shall execute, deliver and not revoke a Release to the Employer in the
form of Appendix A to this Agreement.




(v) If the Employer is obligated to pay amounts or provide benefits to the Executive
under this paragraph 5(b), the Executive shall not be entitled to severance under any other
employee benefit plan of the Employer or its Affiliates other than the payments due under
this Agreement.




(vi) If a payment under paragraph 5(b)(ii) or (iii) above does not qualify as a
short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) (or any similar
or successor provisions), and the Executive is a Specified Employee as of his Termination
Date, distributions to the Executive may not be made before the date that is six months
after the date of the Termination Date or, if earlier, the date of the Executive’s death
(the “Six-Month Delay Rule”). Payments to which the Executive would otherwise be entitled
during the first six months following the Termination Date (the “Six-Month Delay”) will be
accumulated and paid on the first day of the seventh month following the Termination Date.
Notwithstanding the Six-Month Delay Rule set forth in this paragraph 5(b)(vi):




(A) To the maximum extent permitted under Code Section 409A and Treas. Reg.
§1.409A-1(b)(9)(iii) (or any similar or successor provisions), during each month of
the Six-Month Delay, the Employer will pay the Executive an amount equal to the
lesser of (I) the total monthly severance provided under paragraph 5(b)(ii) and
(iii) above, or (II) one-sixth (1/6) of the lesser of (1) the maximum amount that
may be taken into account under a qualified plan pursuant to Code Section 401(a)(17)
for the year in which the Executive’s Date of Termination occurs, and (2) the sum of
the Executive’s annualized compensation based upon the annual rate of pay for
services provided to the Employer for the taxable year of the Executive preceding
the taxable year of the Executive in which his Termination Date occurs (adjusted for
any increase during that year that was expected to continue indefinitely if the
Executive had not had a Termination Date); provided that amounts paid under this
sentence will count toward, and will not be in addition to, the total payment amount
required to be made to the Executive by the Employer under paragraphs 5(b)(ii) and
(iii); and




(B) To the maximum extent permitted under Code Section 409A and Treas. Reg.
§1.409A-1(b)(9)(v)(D) (or any similar or successor provisions), within ten (10) days
of the Termination Date, the Employer will pay the Executive an amount equal to the
applicable dollar amount under Code Section 402(g)(1)(B) for the year of the
Executive’s Termination Date; provided that the amount paid under this sentence will
count toward, and will not be in addition to, the total payment amount required to
be made to the Executive by the Employer under paragraph 5(b).




(vii) For purposes of this Agreement, “Specified Employee” has the meaning given that
term in Code Section 409A and Treas. Reg. 1.409A-1(c)(i) (or any similar or successor
provisions). The Employer’s “specified employee identification date” (as described in
Treas. Reg. 1.409A-1(c)(i)(3)) will be December 31 of each year, and the Employer’s
“specified employee effective date” (as described in Treas. Reg. 1.409A-1(c)(i)(4) or any
similar or successor provisions) will be February 1 of each succeeding year.



(c) Termination by the Executive. The Executive may terminate his employment during
the Term upon thirty (30) days prior written notice to the Board for other than Good Reason (as
defined below). In such event, the Executive’s employment shall terminate as of the Termination
Date and the obligations of the Employer hereunder shall be deemed fully satisfied, except that the
Executive shall be entitled to the Accrued Obligations. The Executive also shall have the right to
terminate his employment at any time during the Term hereof for Good Reason. As used in this
Agreement, “Good Reason” shall mean, without the Executive’s written consent: (i) a material
diminution in the Executive’s Base Salary; (ii) a material diminution of the Executive’s authority,
duties, or responsibilities; (iii) a material diminution of the authority, duties, or
responsibilities of the supervisor to whom the Executive is required to report; (iv) a material
diminution of the budget over which Executive retains authority; (iv) a relocation of the
Executive’s primary office more than 50 miles from the Pittsburgh, Pennsylvania metropolitan area,
or assigning to the Executive duties that would reasonably require such relocation (not including
travel normally incidental and reasonably necessary to the business of the Employer and the duties
of the Executive under this Agreement); or (v) any other action or inaction that constitutes a
material breach or change by the Employer of this Agreement that adversely impacts the Executive,
(vi) any action by the Employer requiring the Executive to take or fail to take any action contrary
or inaction contrary to any applicable law, regulation, or Generally Accepted Accounting Principles
(GAAP). The Executive must provide written notice to the Employer of the existence of the event or
condition described above within ninety (90) days of the initial occurrence of the event or
existence of the condition alleged to constitute “Good Reason” under this paragraph. Upon such
notice, the Employer shall have a period of thirty (30) days during which it or they may remedy the
condition.



(d) Termination for Death or Disability. If the Employer terminates the Executive’s
employment under this Agreement because of the Permanent Disability of the Executive, or in the
event of the Executive’s death, the Employer shall pay the Accrued Obligations to the Executive or
his estate. If the Employer terminates the Executive’s employment under this Agreement because of
the Executive’s Permanent Disability, the Employer shall continue to pay the amounts in (i) and
(ii) below:




(i) Until the one-year anniversary of the termination of the Executive’s employment due
to the Executive’s Permanent Disability, an amount equal to one hundred percent (100%) the
Executive’s Base Salary, less the amount paid or payable to or on behalf of the Executive
under any life and/or disability insurance coverage provided or paid for by the Employer or
its Affiliates;




(ii) Thereafter, until the end of the Executive’s Permanent Disability or death, an
amount equal to sixty percent (60%) of the Executive’s Base Salary, less the amount paid or
payable to or on behalf of the Executive under any life and/or disability insurance coverage
provided or paid for by the Employer or its Affiliates.




(iii) Any amounts payable to the Executive under clauses (i) or (ii) above shall be
paid in accordance with the Employer’s normal payroll practices as in effect from time to
time. Notwithstanding the foregoing, the Executive’s right to such payments shall be
contingent upon the Executive’s execution and non-revocation of a release of all claims
against Employer and its Affiliates within 60 days following separation, in the form of
Appendix A hereto. As used in this Agreement, “Permanent Disability” shall mean that the
Executive is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months, as determined
by a licensed physician or approved by the Board; provided, however, that in order to
terminate the Executive’s employment under this Agreement on account of Permanent
Disability, the Employer must provide the Executive with written notice of the Board’s
determination to terminate the Executive’s employment under this Agreement for reason of
Permanent Disability not less than thirty (30) days prior to such termination, which notice
shall specify the Termination Date. Until the specified Termination Date by reason of
Permanent Disability, the Executive shall continue to receive compensation at the rates set
forth in paragraph 4. No termination of the Executive’s employment under this Agreement
because of Permanent Disability shall impair any rights of the Executive under any life or
disability insurance policy maintained by the Employer or its Affiliates.



(e) Termination For Cause. If the Employer terminates the Executive’s employment
under this Agreement for Cause or the Executive terminates his employment under this Agreement for
any reason other than Good Reason, the sole obligation of the Employer to the Executive shall be to
pay the Accrued Obligations to the Executive. As used in this Agreement, “Cause” shall mean the
Executive’s (i) willful and continued failure substantially to perform his material duties with the
Employer as set forth in this Agreement, or the commission of any activities constituting a
violation or breach under any federal, state or local law or regulation applicable to the
activities of the Employer or its Affiliates, in each case, after notice thereof from the Employer
to the Executive and a reasonable opportunity for the Executive to cease such failure, breach or
violation in all respects (where possible), (ii) fraud, breach of fiduciary duty, dishonesty,
misappropriation or other actions that cause damage to the property or business of the Employer or
its Affiliates, (iii) repeated absences from work such that he is unable to perform his duties
under this Agreement in all material respects other than due to physical or mental impairment or
illness, (iv) admission or conviction of, or plea of nolo contendere to, any crime referenced in
Section 19 of the Federal Deposit Insurance Act that, in the reasonable judgment of the Board,
adversely affects the Employer’s or its Affiliate’s reputation or the Executive’s ability to carry
out his obligations under this Agreement, (v) loss of any license or registration that is
necessary for the Executive to perform his duties under this Agreement, (vi) failure to cooperate
with the Employer in any internal investigation or administrative, regulatory or judicial
proceeding, after notice thereof from the Employer to the Executive and a reasonable opportunity
for the Executive to cure such non-cooperation or, (vii) significant act or omission by the
Executive in willful violation or willful disregard of the Employer’s policies, including but not
limited to the Employer’s harassment and discrimination policies and codes of conduct then in
effect, in such a manner as to cause loss, damage or injury to the property, reputation or
employees of the Employer, or its Affiliates. In addition, the Executive’s employment shall be
deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and
circumstances are discovered that would have justified a termination for Cause. For purposes of
this Agreement, no act or failure to act on the Executive’s part shall be considered “willful”
unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his
action or omission would have no material adverse effect on the Employer. Any act, or failure to
act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for the Employer and brought to the attention of the Executive in writing
shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best
interests of the Employer.



(f) No provision of this Agreement shall adversely affect any vested rights of the Executive
under the Employer’s 401(k) plan, retirement income plan, basic retirement plan, incentive plan or
other employee benefit plans of the Employer or its Affiliates that may be established in the
future; provided, however, upon the Termination Date, all future vesting of the Executive’s rights
under the 401(k) plan, retirement income plan, basic retirement plan and incentive plan shall
terminate without further action by the Employer.



(g) In the event that the independent registered public accounting firm of the Employer or the
Internal Revenue Service determines that any payment, coverage or benefit due or owing to the
Executive pursuant to this Agreement is subject to the excise tax imposed by Code Section 409A or
any successor provision thereof or any interest or penalties, including interest imposed under Code
Section 409(A)(1)(B)(i)(I), incurred by the Executive as a result of the application of such
provision, the parties shall take such actions as are necessary to prevent application of the
excise tax, including revisions to the Agreement to comply with Code Section 409A, at no cost or
with no adverse effect on the Executive other than possible delay in all or part of a payment to
him.



(h) Upon termination of the Executive’s employment for any reason, the Executive shall deliver
to the Board his resignation from all offices, directorships and positions with the Employer, and
its Affiliates, and shall be deemed to have resigned from all offices and fiduciary positions with
any employee benefit plans.



6. Change in Control. Upon a Change in Control, the Term specified in paragraph 2
shall continue until at least the second anniversary of the Change in Control.



(a) If, on or after a Change in Control and before the second anniversary of the Change in
Control, the Employer terminates the Executive’s employment under this Agreement for any reason
other than for Cause, or the Executive terminates his employment under this Agreement for Good
Reason, the Employer shall pay or provide to the Executive, promptly after the Termination Date,
the severance benefits described in subparagraphs 5(b)(i), (ii) and (iii) above, subject to
subparagraphs 5(b)(iv) through (vii) above, with the following modifications:




(i) If the Change in Control is also a “change in the ownership or effective control”
of the Employer or a “change in the ownership of a substantial portion of the assets” of the
Employer, in each case as defined in Treas. Reg. §1.409A-3(i)(v), the Employer will pay the
total amount of the Base Salary and Average Annual Bonus payments that would have been paid
to the Executive during the Subsequent Period under subparagraphs 5(b)(ii) and (iii) above,
in a single lump sum within 15 business days of the Termination Date. (All other payments
will be made as provided for in subparagraph 5(b).)




(ii) The non-compete restrictions of subparagraph 9(b)(i) shall not apply to the
Executive after the Termination Date.



(b) For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred on
the first of the following: (i) a merger or consolidation of F.N.B. Corporation with another
corporation, and as a result of such merger or consolidation, the shareholders of F.N.B.
Corporation as of the day preceding such transaction will own less than fifty-one percent (51%) of
the outstanding voting securities of the surviving corporation, (ii) a sale or exchange (in a
single transaction or series of related transactions) of eighty percent (80%) or more of the Common
Stock of F.N.B. Corporation for securities of another entity in which shareholders of F.N.B.
Corporation will own less than fifty-one percent (51%) of such entity’s outstanding voting
securities, or (iii) the sale of a substantial portion of the assets of the Employer or its
Affiliates (including the capital stock F.N.B. Corporation owns in the Employer) to an unrelated
third party.



(c) Notwithstanding any other provisions of this Agreement, in the event that any payment or
benefit received or to be received by the Executive in connection with a Change in Control, whether
pursuant to the terms of this Agreement or any other plan arrangement or agreement with the
Company, any person whose actions result in a Change in Control or any person affiliated with the
Company or such person such as to require attribution of stock ownership between the parties under
Section 318(a) of the Code (all such payments and benefits, including the severance payments
described in this Section 6 (the “Severance Payments”), being hereinafter called “Total Payments”)
would be subject, in whole or in part, to any excise tax imposed under Section 4999 of the Code,
then, after taking into account any reduction in the Total Payments provided by reason of Section
280G of the Code in such other plan, arrangement or agreement, the cash Severance Payments shall
first be reduced, and the noncash Severance Payments shall thereafter be reduced, to the extent
necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the
net amount of such Total Payments, as so reduced, and after subtracting the net amount of federal,
state and local income taxes on such reduced Total Payments, is greater than or equal to (B) the
net amount of such Total Payments without such reduction, but after subtracting the net amount of
federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which
the Executive would be subject in respect of such unreduced Total Payments. For purposes of
determining whether and the extent to which the Total Payments will be subject to Excise Tax:




(i) No portion of the Total Payments the receipt or enjoyment of which the Executive
shall have waived at such time and in such manner as not to constitute a “payment” within
the meaning of Section 280G(b) of the Code shall be taken into account;




(ii) No portion of the Total Payments shall be taken into account which, in the opinion
of tax counsel selected by the Company before the Change in Control (“Tax Counsel”) does not
constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code,
including by reason of Section 280G(b)(4)(A) of the Code, and, in calculating the Excise
Tax, no portion of such Total Payments shall be taken into account which, in the opinion of
Tax Counsel, constitutes reasonable compensation for services actually rendered, within the
meaning of Section 280G(b)(4)(B) of the Code, in excess of the base amount, as defined in
Section 280G(b)(3) of the Code, allocable to such reasonable compensation;




(iii) The value of any non-cash benefit or any deferred payment or benefit included in
the Total Payments shall be determined by the accounting firm which was, immediately prior
to the Change in Control, the Company’s registered public accounting firm (the “Auditor”) in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code; and,




(iv) At the time that payments are made under this Agreement, the Company shall provide
the Executive with a copy of the Auditor’s calculations setting forth the manner in which
such payments were calculated and the basis for such calculations including, without
limitation, any written opinions the Company has received from Tax Counsel or the Auditor
with respect to the calculations.



7. Indemnification. The Executive shall at all times during his employment by the
Employer and thereafter, be indemnified by the Employer to the fullest extent permitted by
applicable law, including payment or reimbursement of reasonable attorneys’ fees, for any matter in
any way relating to the Executive’s affiliation with the Employer, or its Affiliates; provided,
however, that if the Executive’s employment shall have been terminated by the Employer for Cause,
then, to the extent indemnification is prohibited by law, the Employer shall have no obligation
whatsoever to indemnify the Executive for any claim arising out of the matter for which his
employment shall have been terminated for Cause or for any conduct of the Executive not within the
scope of the Executive’s duties under this Agreement. During the Term, the Employer agrees to
maintain the Executive as an insured party on all directors’ and officers’ and any other needed
insurance maintained by the Employer for the benefit of its directors and officers on at least the
same basis as all other covered individuals.



8. Confidential Information. The Executive understands that in the course of his
employment by the Employer the Executive will receive Confidential Information concerning the
business of the Employer, and its Affiliates and that the Employer desires to protect. The
Executive agrees that he will not at any time during or after the period of his employment by the
Employer, reveal to anyone outside the Employer, or use for his own benefit, any such information
that has been designated as confidential by the Employer or understood by the Executive to be
confidential, without specific written authorization by the Board. The Executive shall take all
appropriate steps to safeguard Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft. As used in this Agreement, the term “Confidential Information”
means information that is not generally known to the public and that is used, developed or obtained
by the Employer, or its Affiliates in connection with their business, including but not limited to
(i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) analysis,
(v) drawings, photographs and reports, (vi) computer software, including operating systems,
applications and program listings, (vii) flow charts, manuals and documentation, (viii) data bases,
(ix) accounting and business methods, (x) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to practice, (xi)
customers and clients and customer or client lists, (xii) copyrightable works, (xiv) all technology
and trade secrets, (xv) business plans and financial models, and (xvi) all similar and related
information in whatever form. Upon termination of the employment of the Executive under this
Agreement, or upon any written request of the Board, the Executive shall promptly deliver to the
Employer any and all written materials, records and documents, including all copies thereof, made
by the Executive or coming into his possession during or after the period of his employment by the
Employer and retained by the Executive containing or concerning confidential information of the
Employer and all other written materials furnished to and retained by the Executive by the Employer
for his use during the Term, including all copies thereof, whether of a confidential nature or
otherwise.



9. Restrictive Covenants.



(a) For the purposes of this Agreement, the term “Competitive Enterprise” shall mean any
federal or state-chartered bank, trust company, savings and loan association, savings bank, credit
union, consumer finance company, bank holding company, savings and loan holding company, unitary
holding company, financial holding company or any of the foregoing types of entities in the process
of organization or application for federal or state regulatory approval and shall also include
other providers of financial services and entities that offer financial services or products that
compete with the financial services and products currently or in the future offered by the
Employer, or its respective subsidiaries or Affiliates.



(b) For a period of two years (the “Restricted Period”) immediately following the Termination
Date under this Agreement for any reason, the Executive shall not, provided that the Employer
remains in compliance with its obligations under this Agreement:




(i) serve as a director, officer, employee or agent of, or act as a consultant or
advisor to, any Competitive Enterprise in any city or county in which the Employer, or its
respective subsidiaries or Affiliates, at the time of termination of Executive’s employment
conduct significant business or maintain an office or have publicly announced their
intention to conduct significant business or maintain an office;




(ii) in any way, directly or indirectly, solicit, divert or contact any existing or
potential customer or business of the Employer, or any of its respective subsidiaries or
Affiliates that the Executive solicited, became aware of or transacted business with during
the employment of the Executive by the Employer for the purpose of selling any financial
services or products that compete with the financial services or products offered by the
Employer as of the Termination Date, or its respective subsidiaries and Affiliates; or




(iii) solicit or assist in the employment of any employee of the Employer, or its
Affiliates for the purpose of becoming an employee of or otherwise provide services for any
Competitive Business Enterprise.




(iv) Notwithstanding the foregoing, if the Executive is entitled to severance payments
and benefits under paragraph 5(b) of this Agreement, he may elect in writing to waive any
remaining payments and benefits in exchange for the Company’s waiver of the restrictions of
paragraph 9(b)(i) above.



(c) The Executive agrees that during or after the period of his employment by the Employer, he
shall not make in any way, directly or indirectly, any oral or written statement, comment or other
communication designed or intended to impugn, disparage or otherwise malign the reputation, ethics,
competency, morality or qualification of the Employer, or any of its respective subsidiaries or
Affiliates or any of their respective directors, officers, employees or customers. On their part,
the Employer and its respective subsidiaries or Affiliates, including their employees and agents,
agree to a corresponding non-disparagement pledge with regard to the Executive and his job
performance, qualifications, abilities and character and that it and they in no way will depict him
in any negative manner.



(d) The Executive agrees that all materials, inventions, discoveries, improvements or the like
that the Executive, individually or with others, may originate, develop or reduce to practice while
employed with the Employer (individually, a “Creation” and collectively, the “Creations”) shall, as
between the Employer and the Executive, belong to and be the sole property of the Employer. The
Executive hereby waives any and all “moral rights,” including, but not limited to, any right to
identification of authorship, right of approval on modifications or limitation on subsequent
modification, that the Executive may have in respect of any Creation. The Executive further
agrees, without further consideration, to promptly disclose each such Creation to the Board and to
such other individuals as the Board may direct. The Executive further agrees to execute and to
join others in executing such applications, assignments and other documents as may be necessary or
convenient to vest in the Employer or any client of the Employer, as appropriate, full title to
each such Creation and as may be reasonably necessary or convenient to obtain United States and
foreign patents or copyrights thereon to the extent the Employer or any client of the Employer, as
appropriate, may choose. The Executive further agrees to testify in any legal or administrative
proceeding relative to any such Creation whenever requested to do so by the Employer, provided that
the Employer agrees to reimburse the Executive for any reasonable expenses incurred in providing
such testimony.



(e) The Executive agrees that following his termination of employment and during any period
that he is receiving payments or benefits under paragraph 5(b) of this Agreement, he will be
available on a reasonable basis consistent with and subject to the Executive’s other
responsibilities to assist the Employer or its Affiliates, and will upon request assist the
Employer or its Affiliates, (i) as necessary to ensure the orderly transition of his duties and
responsibilities and (ii) in the prosecution or defense of any claims, suits, litigation,
arbitrations, investigations, or other proceedings, whether pending or threatened involving the
Employer. Such assistance shall include, but not by way of limitation, attending meetings with and
truthfully and completely answering questions posed by representatives of the Employer. The
Employer shall reimburse the Executive for his reasonable and necessary expenses incurred at the
request of the Employer upon submission of appropriate supporting documents.



(f) The parties hereto expressly agree that in the event that any of the provisions,
covenants, warranties or agreements in this Agreement are held to be in any respect an unreasonable
restriction upon the Executive or are otherwise invalid, for whatsoever cause, then the court so
holding is hereby authorized to (a) reduce the territory to which said covenant, warranty or
agreement pertains, the period of time in which said covenant, warranty or agreement operates or
the scope of activity to which said covenant, warranty or agreement pertains or (b) effect any
other change to the extent necessary to render any of the restrictions contained in this Agreement
enforceable.



10. Section 409A Compliance. Notwithstanding any provision of this Agreement to the
contrary, this Agreement is intended to be exempt from or, in the alternative, comply with Code
Section 409A and the interpretive guidance thereunder, including the exceptions for short-term
deferrals, separation pay arrangements, reimbursements, and in-kind distributions. The Agreement
shall be construed and interpreted in accordance with such intent.



11. Representation and Warranty of the Executive. The Executive represents and
warrants that he is not under any obligation, contractual or otherwise, to any other firm or
corporation, which would prevent his entry into the employ of the Employer or his performance of
the terms of this Agreement.



12. Entire Agreement; Amendment. This Agreement contains the entire agreement between
the Employer and the Executive with respect to the subject matter of this Agreement and supersedes
the Employment Agreement dated as of March 21, 2007, between the Executive and the Employer, and
may not be amended, waived, changed, modified or discharged except by an instrument in writing
executed by the parties hereto.



13. Assignability. This Agreement shall be binding upon, and inure to the benefit of,
the Employer and its successors and assigns under this Agreement. This Agreement shall not be
assignable by the Executive, but shall inure to the benefit of the Executive’s heirs, executors,
administrators and legal representatives. The Employer shall require any subsequent successor,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business or assets of the Employer to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place.



14. Notice. Any notice that may be given under this Agreement shall be in writing and
be deemed given when hand delivered and acknowledged or, if mailed, one day after mailing by
registered or certified mail, return receipt requested, or if delivered by an overnight delivery
service, one day after the notice is delivered to such service, to either party hereto at their
respective addresses stated above, or at such other address as either party may by similar notice
designate.



15. Specific Performance. The Executive acknowledges that in the event that his
employment with the Employer terminates for any reason, he will be able to earn a livelihood
without violating the restrictions of paragraphs 8 and 9, and that his ability to earn a livelihood
without violating such restrictions is a material condition to his employment with the Employer.
The Executive acknowledges that compliance with the covenants set forth in paragraphs 8 and 9 is
necessary to protect the business, goodwill and Confidential Information of the Employer, or its
Affiliates and their clients and customers, and that a breach of these restrictions will
irreparably and continually damage the Employer, or its Affiliates or their clients and customers
for which money damages may not be adequate. Consequently, the Executive agrees that, in the event
that he breaches or threatens to breach any of these covenants, the Employer shall be entitled to a
temporary, preliminary or permanent injunction in order to prevent the continuation of such harm
without any obligation to post a bond. In addition, without limiting the Employer’s remedies for
any breach of any restriction on the Executive set forth in paragraphs 8 or 9 hereof, except as
required by law, the obligation of the Employer to pay any amounts payable to the Executive under
paragraph 5 of this Agreement is contingent upon Executive’s acting in accordance with the
covenants of paragraphs 8 and 9 and in the event of any breach of such obligations, the Employer’s
obligation to make further payments shall terminate and the Employer shall be entitled to recoup
from the Executive all payments previously made to the Executive under paragraph 5 when and for any
week in which a court, jury and/or arbitrator finds that the Executive violated any such
obligation. Nothing in this agreement, however, shall be construed to prohibit the Employer from
also pursuing any other remedy, the parties having agreed that all remedies are to be cumulative.



16. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended to confer upon any person or entity other than the parties (and the Executive’s heirs,
executors, administrators and legal representatives) any rights or remedies of any nature under or
by reason of this Agreement.



17. Mitigation. Except as specifically provided in subparagraph 5(b)(i), the
Executive shall not be required to mitigate the amount of any payment provided in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for
in this Agreement be reduced by any compensation earned by the Executive as the result of
employment by another employer or by retirement benefits payable after the termination of this
Agreement.



18. Waiver of Breach. The failure at any time to enforce or exercise any right under
any of the provisions of this Agreement or to require at any time performance by the other parties
of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or
to affect either the validity of this Agreement or any part hereof, or the right of any party
hereafter to enforce or exercise its rights under each and every provision in accordance with the
terms of this Agreement.



19. No Attachment. Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be
null, void and of no effect; provided, however, that nothing in this paragraph 19 shall preclude
the assumption of such rights by executors, administrators or other legal representatives of the
Executive or his estate and their assigning any rights hereunder to the person or persons entitled
hereto.



20. Severability. The invalidity or unenforceability of any term, phrase, clause,
paragraph, restriction, covenant, agreement or other provision hereof shall in no way affect the
validity or enforceability of any other provision, or any part thereof, but this Agreement shall be
construed as if such invalid or unenforceable term, phrase, clause, paragraph, restriction,
covenant, agreement or other provision had never been contained herein unless the deletion of such
term, phrase, clause, paragraph, restriction, covenant, agreement or other provision would result
in such a material change as to cause the covenants and agreements contained herein to be
unreasonable or would materially and adversely frustrate the objectives of the parties as expressed
in this Agreement.



21. Survival. Any provision of this Agreement that provides a benefit to the
Executive and that by the express terms hereof does not terminate upon the expiration of the Term
shall survive the expiration of the Term and shall remain binding upon the Employer until such time
as such benefits are paid in full to the Executive or his estate. Notwithstanding any other
provision of this Agreement, the Executive’s obligations in paragraphs 8, 9, 14 and 22 shall
survive the termination of this Agreement.



22. Construction and Dispute Resolution. Except to the extent federal laws, such as
the Americans with Disabilities Act, the Family Medical Leave Act, Sarbanes-Oxley, and other
federal laws apply, as reflected, for example, in the Release in Appendix A, 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
(including, but not limited to, any claims of breach of contract, wrongful termination or age, sex,
race or other discrimination), the Executive and the Employer 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, provided, however, that this arbitration provision shall not
apply to, and the Employer shall be free to seek, injunctive or other equitable relief with respect
to any actual or threatened breach or violation by the Executive of his obligations under
paragraphs 8 and 9 hereof in any court having appropriate jurisdiction. The Executive acknowledges
that by accepting this arbitration provision he is waiving any right to a jury trial in the event
of a covered dispute.



23. Voluntary Agreement. The Executive and the Employer represent and agree that each
has reviewed all aspects of this Agreement, has carefully read and fully understands all provisions
of this Agreement, and is voluntarily entering into this Agreement. Each party represents and
agrees that such party has had the opportunity to review any and all aspects of this Agreement,
with the legal, tax and other advisor and advisors of such party’s choice before executing this
Agreement, and have been fully advised as to same. The Executive acknowledges that the Employer
has made no representations or warranties to the Executive concerning the terms, enforceability or
implications of this Agreement other than as are reflected in this Agreement. This Agreement has
been fully and freely negotiated by the parties hereto, shall be considered as having been drafted
jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without
construction in favor of or against any party on account of its or his participation in the
drafting hereof.



24. Withholding and Offset. The Employer may withhold from any payment that it is
required to make under this Agreement amounts sufficient to satisfy applicable withholding
requirements under any federal, state or local law. The Executive further agrees that (i) any sums
owed (or owing in the future) to the Employer or its Affiliates by the Executive may be deducted
from the Executive’s paychecks (or any bonus checks) in amounts that are in accordance with
applicable law, (ii) any sums owed under the Executive’s Employer-provided charge card upon the
termination of the Executive’s employment (for whatever reason) may be deducted by the Employer or
its Affiliates from any outstanding paycheck in amounts that are in accordance with applicable law
and make the Employer-provided charge card payments on the Executive’s behalf, and (iii) he will
execute such authorizations as may be required by State law, if any, to permit and effectuate such
deductions.



25. Counterparts. The parties may execute this Agreement in one or more counterparts,
all of which together shall constitute but one Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.




F.N.B. CORPORATION:



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

	 

	Vincent J. Delie, Jr., President

and Chief Executive Officer

	EXECUTIVE:








	 	 	/s/John C. Williams, Jr. John C.

Williams, Jr.





EXHIBIT A

AGREEMENT AND GENERAL RELEASE




This agreement (the “Release Agreement”) sets forth the terms and conditions relating to the
termination of your employment with F.N.B. Corporation (the “Employer”).




	1.	 	The termination of your employment with the Employer will be effective [Date of Termination]
(the “Termination Date”). You agree that as of that date, you resign from all positions held
with the Employer or any entity under common control or affiliated with the Employer,
including director positions.






	2.	 	In connection with the termination of your employment, you will receive payments of base
salary through the Termination Date plus compensation for your accrued but unused vacation, if
any, which will be subject to applicable withholding, taxes and other deductions and will be
paid to you no later than the Employer’s regular pay date for the next pay cycle following the
Termination Date. Provided that the Employer receives an executed copy of this Release
Agreement from you no later than [Date], you will receive certain additional payments
according to the Employment Agreement between you and the Employer dated as of
[      ] (the “Employment Agreement”), less required withholding, taxes and other
deductions.






	3.	 	Certain of the payments described above are payments that, absent the execution of this
Release Agreement, you would not otherwise be legally entitled to receive as a result of your
employment with the Employer or the termination of such employment. You understand and agree
that such payments are expressly conditioned upon your compliance with the terms of this
Release Agreement and continued compliance with the confidentiality and restrictive covenant
provisions of the Employment Agreement. Should you commit a material breach of any material
term of this Release Agreement or the Employment Agreement, you will not receive any further
payments from the Employer under this Release Agreement that absent the execution of this
Release Agreement, you would not otherwise have been legally entitled to receive. This
Paragraph shall not limit the Employer’s right to recover damages or obtain any other legal or
equitable relief to which it may be entitled by law






	4.	 	You represent and warrant that you are the sole owner of the actual or alleged claims,
demands, rights, causes of action and other matters relating to your employment with the
Employer or the cessation of your employment that are released herein; that the same have not
been assigned, transferred or disposed of by fact, by operation of law, or in any manner
whatsoever; and that you have the full right and power to grant, execute, and deliver the
releases, undertakings and agreements contained herein. You further represent and warrant that
you have not filed or initiated any legal, equitable, administrative or any other proceedings
against any of the Released Parties (as defined in Paragraph 5, below), and that no such
proceeding has been filed or initiated on your behalf.






	5.	 	You and anyone claiming through you, including your past, present, and future spouses, family
members, estate, heirs, agents, attorneys or representatives each hereby release, forever
discharge, and agree not to sue the Employer or any of its divisions, affiliates, related
entities or subsidiaries, or their trustees, fiduciaries, administrators, members, directors,
officers, agents, employees, attorneys and the predecessors, successors and assigns of each of
them (hereinafter jointly referred to as the “Released Parties’), with respect to any claims
or causes of action, whether known or unknown, that you now have, ever had, or will ever have
or may allege to have, against the Released Parties for or related in any way to your
employment with the Employer or any other Released Party, or the cessation of that employment,
including without limitation, any claim that could have been asserted under any federal,
state, or local statute, law, regulation, ordinance or executive order, including but not
limited to Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of
1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967
(29 U.S.C. §§621 et seq.), as amended by the Older Workers Benefit Protection Act (“ADEA”),
the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993,
or their related state and local law counterparts; any claims under the common law, including
without limitation, claims for wrongful or retaliatory discharge, defamation, or other
personal injury; and any claims for compensation (other than the payments provided for in
Paragraph 2 above), benefits, damages, costs and attorney fees. Except in connection with the
enforcement of this Release Agreement or your rights hereunder, in the event of any future
proceedings based upon any matter released herein, you recognize and agree that pursuant to
this Release Agreement you are not entitled to and shall not receive any further recovery.






	6.	 	You are aware that hereafter there may be discovery of claims or facts in addition to or
different from those now known or believed to be true with respect to the matters addressed
herein. Nevertheless, it is the Parties’ intention to settle and release fully, finally and
forever all such matters and claims relative to your employment and association with the
Employer and its affiliates and the termination thereof which do now exist, may exist, or
heretofore have existed relating to such matters (except as may be specifically excluded
herein). In furtherance of this intention, the releases given herein shall be and remain in
effect as a full and complete release of all such matters, notwithstanding the discovery or
existence of any additional or different claims or facts relative to your employment,
termination of employment or association of the Employer.






	7.	 	Excluded from this release and waiver are any claims that cannot be waived by law, including
but not limited to the right to participate in an investigation conducted by certain
government agencies. You are, however, waiving your right to any monetary recovery should any
such agency pursue any claims on your behalf.






	8.	 	You agree never to sue any Released Party in any forum for any claim covered by the above
waiver and release language, except that you may bring a claim under the ADEA to challenge
this Release Agreement or enforce your rights hereunder. If you violate this Release
Agreement by suing any Released Party, other than under the ADEA or as otherwise set forth in
Paragraph 5 hereof, you shall be liable to the Employer and the Released Parties for their
reasonable attorneys’ fees and other litigation costs incurred in defending against such a
suit. Nothing in this Release Agreement is intended to reflect any party’s belief that your
waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties
that such claims are waived.






	9.	 	You agree that you have no present or future right to employment with the Employer or its
affiliated or related entities.






	10.	 	Except as otherwise provided herein, you agree to return to the Employer all keys, key cards
or other Employer property in your possession or control on the Termination Date.






	11.	 	You understand and agree that in connection with your employment with the Employer, you have
acquired confidential proprietary information concerning the Employer’s operations. You agree
that you are subject to the confidentiality provisions of the Employment Agreement and that
you will not at any time, directly or indirectly (except to the extent required by law or
judicial process or as permitted by the Employer), disclose any confidential information that
you have learned by reason of your association with the Employer or use any such information
to the detriment of the Employer. You further agree that the restrictions contained in the
Employment Agreement are reasonable and necessary to protect the Employer’s legitimate
business interests, and that you will continue to comply with its terms notwithstanding the
termination of your employment.






	12.	 	Except as necessary to comply with the terms of this Release Agreement, the terms of this
Release Agreement, the substance of any negotiations leading up to this Release Agreement, and
any matters concerning your separation from employment with the Employer shall be kept
confidential by you. You and the Employer warrant and represent that neither will reveal or
engage in any conduct that might reveal the terms of this Release Agreement to anyone except
officers and employees of the Employer, its affiliates and subsidiaries, and its advisors and
agents, members of your immediate family, your attorney, and your tax advisor, except as
disclosure of such matters may be required by law. Notwithstanding anything to the contrary
in this Release Agreement, you (and each of your employees, representatives or other agents)
may disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the contemplated transaction and all materials of any kind (including opinions or
other tax analyses) that are provided to you relating to such tax treatment and tax structure.






	13.	 	This Release Agreement does not constitute an admission by the Released Parties of any
violation of any federal, state, local or common law, regulation, ordinance or executive
order. The Released Parties expressly deny any such violation. This Release Agreement was
entered into by the parties solely to avoid litigation and/or arbitration.






	14.	 	If any provision of this Release Agreement is determined by a court of competent jurisdiction
to be unenforceable in any respect, then such provision shall be deemed limited and restricted
to the maximum extent that the court shall deem the provision to be enforceable, or, in the
event that this is not possible, the provision shall be severed and all remaining provisions
shall continue in full force and effect. However, in the event that the waiver or release of
any claim is found to be invalid or unenforceable and cannot be modified as aforesaid, then
you agree that you will promptly execute any appropriate documents presented by the Employer
that would make the waiver or release valid and enforceable to the maximum extent permitted by
law. The invalidity or unenforceability of any provision of this Release Agreement shall not
affect the validity or enforceability of any other provision hereof.






	15.	 	This Release Agreement and the Employment Agreement constitute the complete understanding and
agreement between the Employer and Executive regarding the subject matter hereof, and
supersede all prior discussions, negotiations and agreements, written or oral, between the
parties concerning such subject matter. The terms and conditions of this Release Agreement
may be modified and amended only by a written instrument signed by the parties to this Release
Agreement. In the event of a conflict between this Release Agreement and the Employment
Agreement, this Release Agreement shall govern.






	16.	 	This Release Agreement shall in all respects be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law
provisions. In the event of any dispute or claim relating to or arising out of the Employment
Agreement or this Agreement, the Executive and the Employer 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, provided, however, that this arbitration provision
shall not apply to, and the Employer shall be free to seek, injunctive or other equitable
relief with respect to any actual or threatened breach or violation by the Executive of his
obligations under paragraphs 8 and 9 hereof in any court having appropriate jurisdiction. The
Executive 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.






	17.	 	By signing this Release Agreement, you acknowledge and represent that: (a) you have had at
least twenty-one (21) days to consider this Release Agreement and you have been advised of
your right to have your attorney review this Release Agreement, and have had an adequate
amount of time to discuss it with your attorney of choice; (b) you have read this Release
Agreement in its entirety and understand the meaning and application of each of its
provisions; (c) you are signing this Release Agreement voluntarily; and (d) you intend to be
bound by it. If you sign this Release Agreement prior to the expiration of twenty-one (21)
days after your receipt of this Release Agreement, you agree that you have done so voluntarily
and knowingly. You may revoke this Release Agreement and the Supplemental Release at any time
within seven (7) days from the date that you sign the Supplemental Release by giving written
notice to the Employer. This Release Agreement shall not be effective or enforceable and you
will not be entitled to any special payments as provided in Paragraph 2 above, until the seven
(7) day revocation period has expired.





If you agree to the terms set forth above, please sign, date and return the enclosed copy of this
Release Agreement to the Employer, on or before [  -Return date].



IN WITNESS WHEREOF, the parties have executed this Release Agreement effective as of the date
first above written.




F.N.B. Corporation:




By:




Name:




Its:




Executive:



John C. Williams, Jr.