Exhibit (10)S
FNB CORPORATION
2006 INCENTIVE STOCK PLAN
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
NON-EMPLOYEE DIRECTOR
Granted {DATE 1}
This Non-Qualified Stock Option Agreement evidences the grant of a
Non-Qualified Stock Option ("Option") to {NAME} (the "Participant") pursuant
to Article VI of the FNB Corporation 2006 Incentive Stock Plan (the "Plan").
This Agreement also describes the terms and conditions of the Option
evidenced by this Agreement.
1. Grant of Options. 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 Company hereby grants to the Participant an Option to purchase all
or any part of a total of {NUMBER} Shares of the Company's Stock at a
price of ${PRICE} per Share ("Option Price"). This Option is granted
as of {DATE 1} ("Award Date"). This Option is granted pursuant to the
Plan and is subject to the terms thereof.
2. Term.
(a) Normal Term. The term of this Option is {TERM YEARS} years,
until {DATE 2}; provided, however, that this Option may be
terminated earlier as provided below.
(b) Early Termination. This Option will terminate on the date the
Participant's Board Service (as defined in Paragraph 7) ceases;
provided, however, that, to the extent this Option is
exercisable or becomes exercisable upon cessation of the
Participant's Board Service, this Option will remain exercisable
until {DATE 2}.
3. Exercise.
(a) Exercisability. This Option is first exercisable, in whole or
in part, on and after the applicable time provided below:
(i) Subject to earlier exercisability as provided in (ii) or
(iii) below, this Option shall become exercisable as
follows: {VESTING SCHEDULE}.
(ii) If a Change in Control occurs after the Award Date, before
the expiration date of this Option and during the
continuation of the Participant's Board Service (as
defined in Paragraph 7), this Option may first be
exercised (to the extent not already exercisable), in
whole or in part, after the date such Change in Control
occurs.
(iii) 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, death, or total and permanent disability
(within the meaning of Section 22(e)(3) of the Internal
Revenue Code), this Option may first be exercised (to the
extent not already exercisable), in whole or in part, on
the date of such cessation of the Participant's Board
Service (as defined in Paragraph 7).
(b) By Whom Exercisable. During the Participant's lifetime, this
Option may be exercised only by the Participant or, where this
Option has been transferred to a family member, family trust, or
family partnership pursuant to Paragraph 5, the family member,
the trustee of the family trust, or the general partner of the
family partnership. To the extent this Option has not been
transferred to a family member, family trust, or family
partnership pursuant to Paragraph 5, if the Participant dies
prior to the expiration date of this Option without having
exercised this Option as to all of the Shares covered thereby
for which rights have not been transferred, this Option may be
exercised, to the extent of the Shares with respect to which
this Option could have been exercised by the Participant
immediately prior to his or her death, by the estate or a person
who acquired the right to exercise this Option (or untransferred
portion thereof) by bequest or inheritance from, or by reason of
the death of, the Participant. To the extent this Option has
been transferred to a family member pursuant to Paragraph 5 and
the transferee family member dies prior to the expiration date
of this Option without having exercised this Option as to all of
the Shares covered thereby, the transferred portion of this
Option may be exercised, to the extent of the Shares with
respect to which this Option could have been exercised by the
family member if such family member were still living, by the
estate or a person who acquired the right to exercise this
Option by bequest or inheritance from, or by reason of the death
of, the transferee family member. To the extent this Option has
been transferred to a family trust or family partnership
pursuant to Paragraph 5 and the family trust or family
partnership has terminated or otherwise distributed this Option
to its beneficiaries or partners prior to the expiration date of
this Option without having exercised this Option as to all of
the Shares covered thereby, the transferred portion of this
Option may be exercised, to the extent of the Shares with
respect to which this Option could have been exercised by the
trustee of the family trust or general partner of the family
partnership if the family trust or family partnership were still
in existence, by the person who acquired the right to exercise
this Option by distribution from the family trust or
partnership.
(c) Exercise. This Option shall be exercised by delivery on any
business day to the Company of a Notice of Exercise in the form
attached to this Agreement accompanied by payment of the Option
Price as provided in Paragraph 4 and payment in full, to the
extent required by Paragraph 12, of the amount of any tax the
Company is required to withhold as a result of such exercise.
4. Payment of Option Price. The Option Price will be payable in full
upon exercise of this Option to purchase Shares, and such Option Price
may be paid either in cash, or in Shares of Stock (which shall be
valued for such purpose at the mean between the high and low sales
price of such Stock as reported by the NASDAQ National Market System
for the date of exercise or, if not traded on the date of exercise, on
the most recent day on which the Stock was traded preceding the date
of exercise), or in a combination of cash and Stock. Payment
hereunder may also be made in accordance with any broker-assisted
cashless exercise procedures approved by the Company and as in effect
from time to time.
5. Transferability. This Option may not be transferred by the
Participant except by will or by the laws of descent and distribution
or by a transfer, in whole or in part, without consideration by gift
to a member or members of the Participant's "immediate family," as
such term is defined under Exchange Act Rule 16a-l(e), or to a trust
for the benefit solely of a member or members of the Participant's
immediate family, or to a partnership or other entity whose only
owners are members of the Participant's family. For purposes hereof,
"family member" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships,
any person sharing the Participant's household (other than a tenant or
employee), or a trust in which these persons have more than fifty
percent of the beneficial interest. No transfer of this Option in
whole or in part by gift to a family member shall be effective until
the Company receives written notice of such transfer in a form
acceptable to it. The attached Transfer by Gift to Family Member,
Trust, or Partnership form may be used to effect such a transfer by
gift, and the delivery of a completed copy of such form to the Company
shall constitute notice to the Company.
6. Forfeiture. This Option shall be forfeited if it is not exercisable
at the time of the Participant's cessation of Board Service (as
defined in Paragraph 7) if such cessation occurs for any reason other
than Participant's retirement from Board Service in accordance with
any applicable Company policy on mandatory or permissive retirement,
death, or total and permanent disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code).
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. 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 Option is exercisable and
there is no applicable exemption from registration of such Shares;
provided, however, that this Option shall not be exercisable for Stock
at any time if its exercise would cause the Company to be in violation
of any applicable provisions of the federal or state securities law.
9. Administration of Plan. 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 options, and to
require of any person exercising this Option, at the time of such
exercise, 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.
10. Capital Adjustments. The number of Shares of Stock covered by this
Option, and the Option Price thereof, will be subject to an
appropriate and equitable adjustment, as determined by the Committee,
to reflect any stock dividend, stock split, or share combination, and
will be subject to such adjustment as the Committee may deem
appropriate to reflect any exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation, or the
like, of or by the Company.
11. Rights as a Shareholder. The Participant, or a transferee of this
Option, shall have no rights as a shareholder with respect to any
Shares subject to this Option until the date of the exercise of this
Option for such Shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities, or other
property) or distributions or other rights for which the record date
is prior to the date of such exercise, except as provided in Paragraph
10 hereof.
12. Withholding Taxes. The Company, or one of its Subsidiaries, shall
have the right to withhold any federal, state, or local taxes required
to be withheld by law with respect to the exercise of this Option.
The Participant will be required to pay the Company, as appropriate,
the amount of any such taxes which the Company, or one of its
Subsidiaries, is required to withhold. 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 on the date of exercise 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.
13. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Virginia.
14. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives
of the respective parties.
15. Prohibition Against Pledge, Attachment, etc. Except as otherwise
provided herein, this Option, 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.
16. Not Intended to be an Incentive Stock Option. This Option is not
intended to qualify as an incentive stock option within the meaning of
Section 422(b) of the Internal Revenue Code, and the provisions hereof
shall be construed consistent with that intent.
17. 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 and conditions of this Option, the
Company and the Participant have signed this Agreement as of the date first
above written.
FNB CORPORATION By:________________________________
Its:_______________________________
PARTICIPANT: ___________________________________
{NAME}
NOTICE OF EXERCISE
FNB Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
I hereby exercise my Option pursuant to that certain Non-Qualified Stock Option
Agreement dated {DATE 1} (the "Stock Option Agreement") awarded under the FNB
Corporation 2006 Incentive Stock Plan (the "Plan"), subject to all of the
terms and conditions of the said Stock Option Agreement and the Plan referred
to therein, and hereby notify you of my election to purchase the following
stated number of Shares of Stock of FNB Corporation, a Virginia corporation
(the "Company"), from the award therein as indicated below at the following
stated Option Price per Share.
Number of Shares - Option Price per Share - $ Total Option Price - $
If this Notice of Exercise involves fewer than all of the Shares that are
subject to option under the said Stock Option Agreement, I retain the right to
exercise my option for the balance of the Shares remaining subject to option,
all in accordance with the terms of the said Stock Option Agreement.
I agree to provide the Company with such other documents and representations
as it deems appropriate in connection with this option exercise.
Payment of Exercise Price. This Notice of Exercise is accompanied by
[ ] (1) a check in the amount of $________ and/or [ ] (2) a certificate for
_________ Shares of Stock, with a duly executed stock power, having an
aggregate Fair Market Value on the date of exercise equal to the amount of the
above Total Option Price, in payment of the total exercise price for the
Shares.
Tax Withholding. Subject to any satisfaction of tax withholding pursuant to
the next paragraph, I hereby authorize the Company (and any of its
Subsidiaries) to withhold from my Board compensation or any other pay from
the Company (and any of its Subsidiaries) the applicable minimum amount of
any taxes required by law and the said Stock Option Agreement to be withheld
as a result of this exercise, to the extent not satisfied by the following:
[ ] (1) my attached check in the amount of $________, and/or [ ] (2) the
attached certificate for _________ Shares of Stock, with a duly executed
stock power, having a value (based on the Stock's Fair Market Value on the
date of exercise) of $________ per Share in full or partial payment of taxes
the Company (and any of its Subsidiaries) is required to withhold with
respect to this option exercise.
[ ] [Check only if desired] I request that the Company withhold from the
Shares of Stock otherwise to be issued to me in connection with this exercise
a sufficient number of Shares of Stock having a value (based on the Stock's
Fair Market Value on the date of exercise) needed to satisfy the payment of
[ ] all or [ ] $________ of the applicable minimum amount of any taxes
required by law and the said Stock Option Agreement to be withheld as a
result of this exercise.
My current address and my Social Security Number are as follows:
Address: ______________________________________________
________________________________________________________
Social Security Number: _______________________________
Date: _______________ _______________________________
{NAME}
TRANSFER BY GIFT TO FAMILY MEMBER, TRUST OR PARTNERSHIP
I, __________________________________________________ (name), hereby transfer
without consideration by gift to the following named family member, family
trust or family partnership all of my right, title and interest with respect
to (check one and complete) [ ] all or [ ] ___________________ (enter
number of Shares) Shares of the Stock of FNB Corporation granted to me
pursuant to a Stock Option Agreement dated {DATE 1}.
Name, Address and Social Security Number
(or Employer Identification Number)
of Family Member, Family Trust or Family Partnership Transferee:
Name - _____________________________________________________
Address - __________________________________________________
____________________________________________________________
SSN or EIN - ___________________________
I certify that the transferee is a "family member," "family trust" or "family
partnership" as described in the aforesaid Stock Option Agreement by reason
of the following relationship to me:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
If this transfer is to a family trust or family partnership, I have attached
a copy of the applicable family trust agreement, as amended, or family
partnership agreement, as amended; and I agree to promptly provide FNB
Corporation with any and all future amendments to such agreement once made.
I also agree to provide FNB Corporation with such other documents and
representations as it deems appropriate, pursuant to the Option and the Plan.
____________________ ____________________________________
(Date) (Signature)
____________________________________
(Print Name of Participant)
____________________________________
(Social Security Number)