Exhibit (10)Y
FNB CORPORATION
2006 INCENTIVE STOCK PLAN
FORM OF
RESTRICTED STOCK UNIT AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
Granted {DATE 1}
This Restricted Stock Unit Agreement is entered into as of {DATE 1} pursuant
to Article IX of the FNB Corporation 2006 Incentive Stock Plan (the "Plan")
and evidences the grant, and the terms, conditions and restrictions
pertaining thereto, of Restricted Stock Units awarded to {NAME} (the
"Participant").
1. Award of Restricted Stock Units. In consideration of the services
rendered to FNB Corporation (the "Company") and/or its Subsidiaries by
the Participant as a member of the Board of Directors of the Company
or a Subsidiary, the Committee hereby grants to the Participant a
Restricted Stock Unit Award as of {DATE 1} ("Award Date"), covering
{NUMBER} Shares of the Company's Stock (the "Award RSUs") subject to
the terms, conditions, and restrictions set forth in this Agreement.
This Award is granted pursuant to the Plan and is subject to the terms
thereof. One Award RSU represents, and has the value of, one Share of
Stock.
2. Period of Restriction.
(a) Subject to earlier vesting or forfeiture as hereinafter
provided, the period of restriction (the "Period of
Restriction") applicable to the Award RSUs is as follows:
{VESTING SCHEDULE}.
(b) Notwithstanding any other provision of this Agreement to the
contrary, if a Change in Control occurs after the Award Date and
during the continuation of the Participant's Board Service (as
defined in Paragraph 7), the Period of Restriction shall end and
any remaining restrictions applicable to any of the Award RSUs
shall automatically terminate and the Award RSUs shall then be
settled as provided herein.
(c) Except as otherwise provided pursuant to Paragraph 2(b) or 6,
the applicable portion of the Award RSUs shall become freely
transferable by the Participant after the last day of its Period
of Restriction.
3. Settlement of RSUs. All Award RSUs that become vested shall be
settled by the payment to the Participant of a Share of Stock for each
vested whole Award RSU and by the payment of cash in lieu of any
fractional Award RSU. The stock certificate(s) for the vested Award
RSUs shall be registered on the Company's stock transfer books in the
name of the Participant in book entry or electronic form or in
certificated form as determined by the Committee.
4. Voting Rights. Until Stock is issued to the Participant, the
Participant shall have no voting rights with respect to the Award
RSUs.
5. Deemed Dividends and Other Distributions with Respect to Stock
Represented by the Award RSUs. During the Period of Restriction, the
Participant shall not be entitled to receive dividends and other
distributions paid with respect to the Stock represented by the Award
RSUs, but such dividends or distributions shall be accumulated and
distributed or paid to the Participant only when the Award RSUs to
which they pertain vest and are distributed or paid to the
Participant. If, during the Period of Restriction, any such dividends
or distributions made with respect to the Stock represented by the
Award RSUs are paid in Stock, an additional number of Award RSUs (on a
one for one basis) shall be deemed to be issued to the Participant to
reflect such Stock dividends or distributions. If, during the Period
of Restriction, any such dividends and other distributions made with
respect to the Stock represented by the Award RSUs are not distributed
in Stock, the amount thereof shall be deemed converted to additional
Award RSUs based on the Fair Market Value of a Share on the date of
payment or distribution of the dividend or distribution and the amount
of cash or fair market value of other property distributed, all as
determined by the Committee.
6. Termination of Board Service and Forfeiture.
(a) If the Participant's Board Service (as defined in Paragraph 7)
ceases due to the Participant's death or permanent and total
disability (within the meaning of Sections 22(e)(3) and 409A of
the Internal Revenue Code), any remaining Period of Restriction
applicable to the Award RSUs shall automatically terminate and
the Award RSUs shall then be settled as provided herein.
(b) If the Participant's Board Service (as defined in Paragraph 7)
ceases as a result of the Participant's retirement from Board
Service in accordance with any applicable Company policy on
mandatory or permissive, early or normal retirement as in effect
at the date of such retirement during the Period of Restriction,
the restrictions applicable to the Award RSUs shall
automatically terminate and the Award RSUs shall then be settled
as provided herein.
(c) If the Participant's Board Service (as defined in Paragraph 7)
ceases for any reason other than those set forth in
Paragraphs 6(a) and (b) above during the Period of Restriction,
any Award RSUs still subject to restrictions at the date of such
cessation of Board Service shall be automatically forfeited to
the Company; provided, however, that, if Participant's Board
Service ceases at the request of the Board, the Committee, may,
in its sole discretion, waive the automatic forfeiture of any or
all Award RSUs and/or may add such new restrictions to the Award
RSUs as it deems appropriate.
7. Board Service.
(a) For purposes hereof, "Board Service" means membership on the
Board of Directors of the Company or a Subsidiary and includes
subsequent service as an Employee, if any, as provided in this
paragraph. Notwithstanding any contrary provision or
implication herein, in determining cessation of Board Service
for purposes hereof, transfers between the Boards of Directors
of the Company and/or any Subsidiary shall be disregarded and
shall not be considered a cessation of Board Service, and
changes in status between that of an Employee and a Non-Employee
Director shall be disregarded and shall not be considered a
cessation of Board Service.
(b) Nothing under the Plan or in this Agreement shall confer upon
the Participant any right to continue Board Service or in any
way affect any right of the Company to terminate the
Participant's Board Service without prior notice at any time for
any or no reason.
8. Withholding Taxes. The Company shall have the right to retain and
withhold the amount of taxes required by any government to be withheld
or otherwise deducted and paid with respect to the Award RSUs. At its
discretion, the Committee may require the Participant to reimburse the
Company for any such taxes required to be withheld by the Company and
may withhold any distribution in whole or in part until the Company is
so reimbursed. In lieu thereof, the Company shall have the right to
withhold from any other cash amounts due to or to become due from the
Company to the Participant an amount equal to such taxes required to
be withheld by the Company to reimburse the Company for any such
taxes; or to retain and withhold a number of Shares of Stock having a
Fair Market Value not less than the amount of such taxes, and cancel
any such Shares so withheld, in order to reimburse the Company for any
such taxes.
9. Compliance with Securities Laws. The Company covenants that it will
attempt to maintain an effective registration statement with the
Securities and Exchange Commission covering the Shares of Stock of the
Company, which are the subject of and may be issued pursuant to this
Agreement, at all times during which this Award is outstanding and
there is no applicable exemption from registration of such Shares.
10. Administration. The Plan is administered by a Committee appointed by
the Company's Board of Directors. The Committee has the authority to
construe and interpret the Plan, to make rules of general application
relating to the Plan, to amend outstanding Awards, and to require of
any person receiving Stock pursuant to this Award, at the time of such
receipt, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee
shall, in its discretion, deem necessary or advisable by reason of the
securities laws of the United States or any state, or the execution of
any paper or the payment of any sum of money in respect of taxes or
the undertaking to pay or have paid any such sum that the Committee
shall, in its discretion, deem necessary by reason of the Internal
Revenue Code or any rule or regulation thereunder or by reason of the
tax laws of any state. All such Committee determinations shall be
final, conclusive, and binding upon the Company and the Participant.
11. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Virginia.
12. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives
of the respective parties.
13. Prohibition against Pledge, Attachment, etc. Except as otherwise
provided herein, during the Period of Restriction, the Award RSUs, and
the rights and privileges conferred hereby, shall not be transferred,
assigned, pledged, or hypothecated in any way and shall not be subject
to execution, attachment, or similar process.
14. Nonqualified Deferred Compensation Provision. It is intended that any
payment or benefit which is provided pursuant to or in connection with
this Agreement which is considered to be nonqualified deferred
compensation subject to Section 409A of the Internal Revenue Code
shall be paid and provided in a manner, and at such time and in such
form, as complies with the applicable requirements of Section 409A of
the Internal Revenue Code to avoid the unfavorable tax consequences
provided therein for non-compliance. In connection with effecting
such compliance with Section 409A of the Internal Revenue Code, the
following shall apply with respect to any payment or benefit that is
provided pursuant to or in connection with this Agreement that is
considered to be nonqualified deferred compensation subject to Section
409A of the Internal Revenue Code:
(a) Notwithstanding any other provision of this Agreement, the
Company is authorized to amend this Agreement, to void or amend
any election made by the Participant under this Agreement,
and/or to delay the payment of any monies and/or issuance and
delivery of any Shares in such manner as may be determined by it
to be necessary or appropriate to comply, or to evidence or
further evidence required compliance, with Section 409A of the
Internal Revenue Code (including any transition or grandfather
rules thereunder).
(b) Neither the Participant nor the Company or any Subsidiary shall
take any action to accelerate or delay the payment of any monies
and/or issuance and delivery of any Shares in any manner that
would not be in compliance with Section 409A of the Internal
Revenue Code (including any transition or grandfather rules
thereunder). Notwithstanding the foregoing:
(i) Settlement may be delayed for a reasonable period in the
event the settlement is not administratively practical due
to events beyond the Participant's control such as where
the Participant is not competent to receive the benefit
payment, there is a dispute as to the amount due or as to
the proper recipient of such payment or Shares, additional
time is needed to calculate the amount payable or
distributable, or the payment or distribution would
jeopardize the solvency of the Company.
(ii) Settlement shall be delayed in the following
circumstances: (A) where the Company reasonably
anticipates that the payment will violate the terms of a
loan agreement to which the Company is a party and that
the violation would cause material harm to the Company; or
(B) where the Company reasonably anticipates that the
payment will violate Federal securities laws or other
applicable laws; provided that any payment delayed by
operation of this clause (ii) will be made at the earliest
date at which the Company reasonably anticipates that the
payment will not be limited or cause the violations
described.
(c) If the Participant is a specified employee of a publicly traded
corporation as required by Section 409A(a)(2)(B)(i) of the
Internal Revenue Code, any payment or provision of benefits in
connection with a separation from service payment event (as
determined for purposes of Section 409A of the Internal Revenue
Code) shall not be made until six (6) months after the
Participant's separation from service (the "409A Deferral
Period"). In the event such payments or issuance and delivery
of Shares are otherwise due to be made in installments or
periodically during the 409A Deferral Period, the payments or
issuance and delivery of Shares that would otherwise have been
made in the 409A Deferral Period shall be accumulated and
provided in a lump sum or single issuance and delivery of Shares
as soon as the 409A Deferral Period ends, and the balance of the
payments or issuance and delivery of Shares shall be made as
otherwise scheduled.
(d) If a Change in Control occurs but the Change in Control does not
constitute a change in ownership of the Company or in the
ownership of a substantial portion of the assets of the Company
as provided in Section 409A(a)(2)(A)(v) of the Internal Revenue
Code, then payment of any amount or issuance and delivery of
Shares under this Agreement shall be deferred until another
permissible payment event contained in Section 409A of the
Internal Revenue Code occurs (e.g., death, disability,
separation from service from the Company and its affiliated
companies as defined for purposes of Section 409A of the
Internal Revenue Code), including any deferral of payment or
issuance and delivery of Shares for the 409A Deferral Period as
provided above.
15. Capitalized Terms. Capitalized terms in this Agreement have the
meaning assigned to them in the Plan, unless this Agreement provides,
or the context requires, otherwise.
To evidence their agreement to the terms, conditions, and restrictions, the
Company and the Participant have signed this Agreement as of the date first
above written.
FNB CORPORATION By:________________________________
Its:_______________________________
PARTICIPANT: ___________________________________
{NAME}