Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers
This filing amends the description of the awards described in the Form 8-K dated
September 16, 2009, as to F.N.B. Corporation's (the "Corporation's") Chief
Executive Officer, Stephen Gurgovits. The description of Mr. Gurgovits' awards
and the form of his award agreements were inadvertently omitted from the
Corporation's Form 8-K dated September 16, 2009. Mr. Gurgovits' service-based
restricted stock awards are subject to the standard terms described in the Form
8-K dated September 16, 2009, and Mr. Gurgovits' service-based award will vest
on January 16, 2012, provided Mr. Gurgovits remains continuously employed by the
Corporation or is employed under the Amended and Restated Consulting Agreement
dated June 18, 2008, as amended. The performance-based awards are subject to the
standard terms contained in the performance-based restricted stock unit award
agreement previously described in the Form 8-K dated September 16, 2009 filed by
the Corporation. Mr. Gurgovits' performance-based awards will vest on March 1,
2013, provided that the performance goals set forth in the agreement are met and
Mr. Gurgovits remains continuously employed by the Corporation or is employed
under the Amended and Restated Consulting Agreement dated June 18, 2008.
However, since Mr. Gurgovits is currently eligible to retire, neither the
service nor performance-based agreements contain provisions accelerating vesting
upon retirement.
The foregoing discussion is qualified in its entirety by reference to the full
text of the service and performance-based award agreements which are attached as
Exhibits 10.1 and 10.2 and incorporated by reference. This Current Report on
Form 8-K/A should be read in conjunction with the Corporation's filings made
with the Securities and Exchange Commission in connection with the Corporation's
Form 8-K filing made on September 22, 2009.
Item 9.01 Financial Statements and Exhibits
10.1 Form of service-based Restricted Stock Award Agreement for CEO Stephen
Gurgovits (pursuant to 2007 Incentive Compensation Plan).
10.2 Form of Restricted Stock Unit Agreement for CEO Stephen Gurgovits (pursuant
to 2007 Incentive Compensation Plan).
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