Common use of Restricted Stock Unit Award Clause in Contracts

Restricted Stock Unit Award. (a) The Company hereby grants to the Participant the RSU Award consisting of Restricted Stock Units (with a maximum award opportunity of Restricted Stock Units), all as set forth on Schedule A attached hereto. The Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. (b) The Restricted Stock Units granted by this RSU Award are subject to the terms and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, and in the Plan. The performance period shall begin on January 1, 2013 and end on December 31, 2015 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company hereby grants to the Participant the RSU Award consisting of Restricted Stock Units (with a maximum award opportunity of Restricted Stock Units), all as set forth on Schedule A attached hereto. The Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. (b) The Restricted Stock Units granted by this RSU Award are subject to the terms and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, and in the Plan. The performance period shall begin on January 1, 2013 2014 and end on December 31, 2015 2016 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The In accordance with the terms of the Plan, the Company hereby grants granted to the Participant the RSU right to receive an aggregate award of 75,000 Restricted Stock Units, with the opportunity to be granted an additional 300,000 Restricted Stock Units, pursuant to the Existing Award consisting Agreement. Pursuant to an amendment to the Existing Award Agreement, dated as of December 28, 2014, the 75,000 Restricted Stock Units granted to the Participant was reduced to 56,250. Pursuant to the terms of this Agreement, the Company hereby grants the Participant the additional four tranches of Restricted Stock Units (with a maximum award opportunity described in Section 2(b) of the Existing Award Agreement, each covering 75,000 Restricted Stock Units), all as set forth on Schedule A attached hereto. The Tranche 1 shall refer to the 56,250 Restricted Stock Units granted by to the RSU Participant pursuant to the Existing Award are notional units Agreement, Tranche 2 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in part, based on achievement of measurement denominated the 2015 Performance Goals (as defined below), Tranche 3 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in shares part, based on achievement of the 2016 Performance Goals (as defined below), Tranche 4 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, in part, based on achievement of the 2017 Performance Goals (i.e.as defined below) and Tranche 5 shall refer to the 75,000 Restricted Stock Units granted to the Participant pursuant to this Agreement that will vest, one in part, based on achievement of the 2018 Performance Goals (as defined below). Each Restricted Stock Unit is equivalent in value represents the right to acquire one share of Common Stock, subject to the terms hereof)and conditions herein. The Unless the context dictates otherwise, all Restricted Stock Units represent an unfundedshall be referred to hereinafter as the “Units.” From and after the Effective Date, unsecured contractual right. (b) The Restricted Stock the Units granted by this RSU Award are shall be subject to the terms and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, and in the Plan. The performance period shall begin on January 1, 2013 and end on December 31, 2015 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Agreement, not the Existing Award (the “Restriction Period”) shall be concurrent with the Performance PeriodAgreement. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company hereby grants to the Participant the RSU Award consisting of Restricted Stock Units (with a maximum award opportunity of Restricted Stock Units), all as set forth on Schedule A attached hereto. The Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. (b) The Restricted Stock Units granted by this RSU Award are subject to the terms terms, conditions and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, hereto and in the Plan. The performance period shall begin on January 1, 2013 2011 and end on December 31, 2015 2013 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with equal the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be deemed for purposes of this Agreement to be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company number of shares of the Award Amount Participant may earn will depend on F.N.B.’s performance relative to the Performance Metrics, the Calculated Amount described above and the vesting conditions described below. Subject to the provisions of this Agreement and the provisions of the Plan, F.N.B. hereby grants to the Participant an Award of Restricted Stock Units, denominated as the RSU Award consisting Amount, which shall become vested in an amount (the “Calculated Amount”) determined by the ROATCE Table value, as adjusted by application of the TSR Multiplier Table value, and, along with Dividend Equivalent units that accrue pursuant to Section 7 hereof, shall be payable in shares of F.N.B. common stock (“Stock”), subject to the vesting conditions in Sections 4 and 5 herein. The maximum number of shares of the Calculated Amount, when combined with other stock grants to the Participant in the calendar year, is expressly limited to the applicable limit(s) set forth in Section 2.3 of the Plan and any other applicable Plan restrictions. In the event that such limit applies to Participant, the order in which awards shall be reduced is the following: (i) Performance-Based Restricted Stock Units (with a maximum award opportunity of ROATCE Metric); (ii) Performance-Based Restricted Stock Units (ICG Growth Metric); (iii) Time-Based Restricted Stock Units; and (iv) any remaining share or units awards, in each case only to the extent that such reduction is required to conform to the applicable Plan limit(s) (the number of shares equal to such reduction is referred to herein as the “Supplemental Performance Units”), all as set forth on Schedule A attached hereto. The These Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. right to receive shares of Stock (band Dividend Equivalent payments pursuant to Section 7 hereof) The Restricted Stock Units granted by this RSU Award are subject to in the terms and future if the conditions set forth herein, including in this Agreement and the performance-based vesting requirements set forth on Schedule A attached heretoPlan are satisfied, and in the Plan. The performance period shall begin on January 1, 2013 and end on December 31, 2015 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached heretono breach of Section 11 occurs. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company number of shares of the Award Amount Participant may earn will depend on F.N.B.’s performance relative to the Performance Metrics, the Calculated Amount described above and the vesting conditions described below. Subject to the provisions of this Agreement and the provisions of the Plan, F.N.B. hereby grants to the Participant an Award of Restricted Stock Units, denominated as the RSU Award consisting Amount, which shall become vested in an amount (the “Calculated Amount”) determined by the ICG Growth Table value, as adjusted by application of the TSR Multiplier Table value, and, along with Dividend Equivalent units that accrue pursuant to Section 7 hereof, shall be payable in shares of F.N.B. common stock (“Stock”), subject to the vesting conditions in Sections 4 and 5 herein. The maximum number of shares of the Calculated Amount, when combined with other stock grants to the Participant in the calendar year, is expressly limited to the applicable limit(s) set forth in Section 2.3 of the Plan and any other applicable Plan restrictions. In the event that such limit applies to Participant, the order in which awards shall be reduced is the following: (i) Performance-Based Restricted Stock Units (with a maximum award opportunity of ROATCE Metric); (ii) Performance-Based Restricted Stock Units (ICG Growth Metric); (iii) Time-Based Restricted Stock Units; and (iv) any remaining share or units awards, in each case only to the extent that such reduction is required to conform to the applicable Plan limit(s) (the number of shares equal to such reduction is referred to herein as the “Supplemental Performance Units”), all as set forth on Schedule A attached hereto. The These Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. right to receive Stock (band Dividend Equivalent payments pursuant to Section 7 hereof) The Restricted Stock Units granted by this RSU Award are subject to in the terms and future if the conditions set forth herein, including in this Agreement and the performance-based vesting requirements set forth on Schedule A attached heretoPlan are satisfied, and in the Plan. The performance period shall begin on January 1, 2013 and end on December 31, 2015 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached heretono breach of Section 10 occurs. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company number of shares of the Award Amount Participant may earn will depend on F.N.B.’s performance relative to the Performance Metrics, the Calculated Amount described above and the vesting conditions described below. Subject to the provisions of this Agreement and the provisions of the Plan, F.N.B. hereby grants to the Participant an Award of Restricted Stock Units, denominated as the RSU Award consisting Amount, which shall become vested in an amount (the “Calculated Amount”) determined by the ICG Growth Table value, as adjusted by application of the TSR Multiplier Table value, and, along with Dividend Equivalent units that accrue pursuant to Section 7 hereof, shall be payable in shares of F.N.B. common stock (“Stock”), subject to the vesting conditions in Sections 4 and 5 herein. The maximum number of shares of the Calculated Amount, when combined with other stock grants to the Participant in the calendar year, is expressly limited to the applicable limit(s) set forth in Section 2.3 of the Plan and any other applicable Plan restrictions. In the event that such limit applies to Participant, the order in which awards shall be reduced is the following: (i) Performance-Based Restricted Stock Units (with a maximum award opportunity of ROATCE Metric); (ii) Performance-Based Restricted Stock Units (ICG Growth Metric); (iii) Time-Based Restricted Stock Units; and (iv) any remaining share or units awards, in each case only to the extent that such reduction is required to conform to the applicable Plan limit(s) (the number of shares equal to such reduction is referred to herein as the “Supplemental Performance Units”), all as set forth on Schedule A attached hereto. The These Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. right to receive shares of Stock (band Dividend Equivalent payments pursuant to Section 7 hereof) The Restricted Stock Units granted by this RSU Award are subject to in the terms and future if the conditions set forth herein, including in this Agreement and the performance-based vesting requirements set forth on Schedule A attached heretoPlan are satisfied, and in the Plan. The performance period shall begin on January 1, 2013 and end on December 31, 2015 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached heretono breach of Section 11 occurs. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company hereby grants to the Participant Participant, subject to obtaining Stockholder Approval, the RSU Award consisting of Restricted Stock Units (with a maximum award opportunity of Restricted Stock Units), all as set forth on Schedule A attached hereto. The Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. (b) The Restricted Stock Units granted by this RSU Award are subject to the terms and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, and in the Plan. The performance period shall begin on January 1, 2013 2012 and end on December 31, 2015 201_ (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, this RSU Award shall be null and void and of no further force or effect should Stockholder Approval not be obtained.

Restricted Stock Unit Award. (a) The Company hereby grants to the Participant the RSU Award consisting of Restricted Stock Units (with a maximum award opportunity of Restricted Stock Units), all as set forth on Schedule A attached hereto. The Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. (b) The Restricted Stock Units granted by this RSU Award are subject to the terms and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, and in the Plan. The performance period shall begin on January 1, 2013 20 and end on December 31, 2015 20 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company hereby grants to the Participant the RSU Award consisting of ___________ Restricted Stock Units (with a maximum award opportunity of _________ Restricted Stock Units), all as set forth on Schedule A attached hereto. The Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. (b) The Restricted Stock Units granted by this RSU Award are subject to the terms and conditions set forth herein, including the performance-based vesting requirements set forth on Schedule A attached hereto, and in the Plan. The performance period shall begin on January 1_______, 2013 20__ and end on December 31________, 2015 20__ (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached hereto. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.

Restricted Stock Unit Award. (a) The Company number of shares of the Award Amount Participant may earn will depend on F.N.B.’s performance relative to the Performance Metrics, the Calculated Amount described above and the vesting conditions described below. Subject to the provisions of this Agreement and the provisions of the Plan, F.N.B. hereby grants to the Participant an Award of Restricted Stock Units, denominated as the RSU Award consisting Amount, which shall become vested in an amount (the “Calculated Amount”) determined by the ROATCE Table value, as adjusted by application of the TSR Multiplier Table value, and, along with Dividend Equivalent units that accrue pursuant to Section 7 hereof, shall be payable in shares of F.N.B. common stock (“Stock”), subject to the vesting conditions in Sections 4 and 5 herein. The maximum number of shares of the Calculated Amount, when combined with other stock grants to the Participant in the calendar year, is expressly limited to the applicable limit(s) set forth in Section 2.3 of the Plan and any other applicable Plan restrictions. In the event that such limit applies to Participant, the order in which awards shall be reduced is the following: (i) Performance-Based Restricted Stock Units (with a maximum award opportunity of ROATCE Metric); (ii) Performance-Based Restricted Stock Units (ICG Growth Metric); (iii) Time-Based Restricted Stock Units; and (iv) any remaining share or units awards, in each case only to the extent that such reduction is required to conform to the applicable Plan limit(s) (the number of shares equal to such reduction is referred to herein as the “Supplemental Performance Units”), all as set forth on Schedule A attached hereto. The These Restricted Stock Units granted by the RSU Award are notional units of measurement denominated in shares of Stock (i.e., one Restricted Stock Unit is equivalent in value to one share of Stock, subject to the terms hereof). The Restricted Stock Units represent an unfunded, unsecured contractual right. right to receive Stock (band Dividend Equivalent payments pursuant to Section 7 hereof) The Restricted Stock Units granted by this RSU Award are subject to in the terms and future if the conditions set forth herein, including in this Agreement and the performance-based vesting requirements set forth on Schedule A attached heretoPlan are satisfied, and in the Plan. The performance period shall begin on January 1, 2013 and end on December 31, 2015 (the “Performance Period”), as described in more detail on Schedule A attached hereto. The performance objectives and related business criteria with respect to the Performance Period (collectively, the “Performance Goals”) and other relevant information related to this RSU Award are set forth on Schedule A attached heretono breach of Section 10 occurs. (c) The restriction period of this RSU Award (the “Restriction Period”) shall be concurrent with the Performance Period. (d) The Committee has determined that this RSU Award is intended to be “performance-based compensation” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder (the “Code”). As such, this RSU Award shall be a Performance-Based Award under, and shall be subject to all of the related terms, conditions, limitations and requirements of, Sections 7 and 8.C. of the Plan.