Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is made and entered
into this 5th day of May, 2002 by and among F.N.B. Corporation, a Florida
corporation (the "Corporation"), and Xxxx X. Xxxx, an individual ("Executive").
W I T N E S S E T H:
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WHEREAS, the parties hereto entered into an Employment Agreement
effective as of June 13, 2001 (the "Employment Agreement"); and
WHEREAS, the parties hereto desire to amend and clarify certain terms
of the Employment Agreement;
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are herein acknowledged, the parties hereto
agree as follows:
1. Subsection (a) of Section 10 of the Employment Agreement
shall be deleted in its entirety and the following shall be inserted in lieu
thereof:
(a) If the Executive's employment shall be terminated because
of death or disability, the Corporation shall pay to the Executive or
the Executive's designated beneficiary (to the Executive's estate if no
beneficiary has been designated) an amount equal to one year's full
Annual Direct Salary plus any Annual Direct Salary earned through the
date of termination at the rate in effect at the time of termination
and any other amounts owing to Executive at the date of termination.
The Corporation shall pay the Executive, or his designated beneficiary
or estate, at the end of the fiscal year in which the termination
occurred, a prorated award under the Corporation's annual incentive pay
plan (EICP). Additionally, the Corporation shall accelerate vesting of
restricted stock, stock option and performance share awards to provide
a full or prorated compensation opportunity for the disabled Executive
or the deceased Executive's designated beneficiary or estate.
2. Subsection (f) of Section 10 of the Employment Agreement
shall be deleted in its entirety and the following shall be inserted in lieu
thereof:
(f) If, within twenty-four (24) months following a Change of
Control (as defined herein), provided Executive has not attained the
age of 62, the Corporation eliminates Executive's position and fails to
offer the Executive a comparable position within thirty (30) days, or
the Executive terminates employment due to a lessening of job
responsibilities or the requirement of an unacceptable relocation
(defined as more than 35 miles from the Executive's prior work site) or
for any reason during the thirteen months following the Change of
Control, then the Corporation shall make a lump-sum payment (the
"Change in Control Payment") to the Executive equal to the sum of (x)
an amount equal to three times the sum of his then current Annual
Direct Salary and (y) an amount equal to three times the highest annual
bonus award received within the three years preceding the year in which
termination occurs. The Corporation will also maintain benefit
coverages for the Executive as specified in Section 10(c) above until
the earlier of the date Executive attains the age of 65 or the date of
Executive's death. All restricted stock, stock option and performance
share awards made to the Executive will become fully vested and the
Executive will have any remaining time allowed under the agreements
covering those grants to exercise available stock options. Further, the
Corporation will provide to the Executive outplacement and career
counseling services as may be requested by the Executive, such service
costs not to exceed 15% of the Executive's then current Annual Direct
Salary.
3. The following shall be inserted as a new subsection (g) of
Section 10 of the Employment Agreement:
(g) Notwithstanding anything to the contrary contained in the
Basic Retirement Plan of the Corporation (the "BRP"), in the event
Executive is entitled to any payment pursuant to subsection (f) of this
Section 10, Executive's "Actual Credited Service" under the BRP shall
be deemed for all purposes to be increased by a period of three years,
and Executive's "Compensation" for each such additional year for
purposes of the BRP shall be deemed to be an amount equal to one-third
of the amount of the Change in Control Payment.
4. The following shall be inserted as a new subsection (h) of
Section 10 of the Employment Agreement:
(h) If, within twenty-four (24) months following a Change of
Control (as defined herein,) the Corporation eliminates Executive's
position and fails to offer the Executive a comparable position within
thirty (30) days, or the Executive terminates employment due to a
lessening of job responsibilities or the requirement of an unacceptable
relocation (defined as more than 35 miles from the Executive's prior
work site) or for any reason during the thirteen months following the
Change of Control, Executive's Target Benefit Percentage under the BRP
shall be 70% at all times prior to such time Executive attains the age
of 62.
5. Except as set forth above, the Employment Agreement shall
continue in full force and effect as presently in effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered or
caused to be executed and delivered this Amendment No. 1 to Employment Agreement
as of the day and year first above written.
"EXECUTIVE" F.N.B. CORPORATION
/s/Xxxx X. Xxxx By: /s/Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
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Title: Chairman - Compensation Committee
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