POST-EMPLOYMENT SERVICES AGREEMENT
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THIS AGREEMENT, entered into as of September 10 1996, by
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and between F.N.B. CORPORATION, a Pennsylvania corporation (the "Company"),
and XXXXX XXXXXXXXX, an individual residing in Hermitage,
Pennsylvania ("Xxxxxxxxx"),
Witnesseth that:
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WHEREAS, Xxxxxxxxx has been an employee of the Company's
principal subsidiary since March 1, 1959 and was for many years its
President and Chief Executive Officer and is currently and for many years
has been the Chairman of the Board and Chief Executive Officer of the
Company;
WHEREAS, Xxxxxxxxx and the Company are parties to an Employment
Agreement dated as of January 1, 1990, as amended by an Amendment to
Employment Agreement dated June 2, 1994 and Amendment No. 2 to Employment
Agreement dated June 26, 1995 (the "Employment Agreement");
WHEREAS, Xxxxxxxxx plans to retire as an employee and Chief
Executive Officer of the Company at or prior to December 31, 2000, the
outside expiration date of the term of his employment under Section
1(b) of the Employment Agreement;
WHEREAS, the Company, upon the retirement of Xxxxxxxxx, does not wish
to lose the benefit of his years of experience with the Company,
especially in connection with oversight of the Company's banking
subsidiaries, his knowledge of the markets in which the Company competes,
and his expertise in the financial services industry;
WHEREAS, Xxxxxxxxx and the Company are parties to a Consulting
Agreement dated as of June 26, 1995 (the "Consulting Agreement");
WHEREAS, the Consulting Agreement and Amendment No. 2 to Employment
Agreement were entered into simultaneously by Xxxxxxxxx and the Company;
WHEREAS, Xxxxxxxxx and the Company executed an agreement dated as
of October 13, 1995 under which the operation of the Consulting
Agreement and Amendment No. 2 to Employment Agreement were suspended
and curtailed in accordance with Paragraph 13 of the Consulting Agreement
and Section 14 of the Employment Agreement;
WHEREAS, Paragraph 13 of the Consulting Agreement provides in the event
of any conflict between that Agreement and any statute, law, ordinance,
order or regulation, the Consulting Agreement shall be curtailed and
limited to the extent necessary to bring it within applicable legal
requirements;
WHEREAS, the Company has reviewed the Consulting Agreement with
outside experts taking into account Federal Reserve regulations and its
discussions with Federal Reserve examiners;
WHEREAS, outside experts and consultants with experience in, insight to
and knowledge of, banking industry executive compensation practices have
advised the Company that the terms of this Agreement are consistent with
industry practices for post-employment services for executives with the
experience, knowledge, ability and other qualifications of Xxxxxxxxx as well
as for the size, condition and location of the Company;
WHEREAS, outside bank regulatory counsel has advised the Company that
this Agreement does not violate any publicly announced rule, regulation,
or policy governing executive compensation applicable to the Company;
WHEREAS, Xxxxxxxxx and the Company are committed to complying with
all statutes, laws, ordinances, orders and regulations and to operating the
Company in a safe and sound manner; and
WHEREAS, the Company and Xxxxxxxxx each desires that, in lieu of
the employment relationship contemplated by Section 20 of the Employment
Agreement, his services continue to be available to the Company in the
capacity as Chairman of the Board of Directors, as a Director or as an
independent consultant upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and covenants
herein contained, and intending to be legally bound, the parties hereto
agree as follows:
1. Effect on Other Agreements.
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(a) In consideration of the sum of one dollar ($1.00) paid from
the Company to Xxxxxxxxx and for other good and valuable consideration, the
parties hereby agree to revoke and terminate their Agreement dated as of
October 13, 1995 thereby reinstating Amendment No. 2 to Employment
Agreement and the Consulting Agreement.
(b) In consideration of the sum of one dollar ($1.00) paid from
the Company to Xxxxxxxxx and for other good and valuable consideration, the
parties hereby agree to revoke and terminate the Consulting Agreement and
revise and restate Amendment No. 2 to Employment Agreement to conform to the
terms of this Agreement.
2. Continued Service as Chairman of the Board. Xxxxxxxxx hereby
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agrees to serve as a member of the Board of Directors of the Company (and
any one or more of its subsidiaries) after cessation of his full-time
employment with the Company under the Employment Agreement, subject to his
election as a Director by the Shareholders of the Company. If requested by
the Board of Directors of the Company, Xxxxxxxxx agrees to serve as Chairman
of the Board of Directors (but not (i) as Chief Executive Officer, (ii) in
any capacity of acting as part of day-to-day management or (iii) in any
capacity that would be sufficient to result in a suspension of benefits
under any of the retirement benefit programs of the Company) for a period not
to exceed three years. Such three-year period, which shall begin not later
than December 31, 2000, shall be referred to as the "Post-Employment Term."
Xxxxxxxxx'x service as Chairman of the Board during the Post-Employment Term
shall be subject to the following terms and conditions:
(a) The Company shall pay Xxxxxxxxx an annual fee of $175,000
to serve as Chairman of the Board during the Post-Employment Term.
Except as provided in subparagraph (g) below, Xxxxxxxxx will not be paid any
other fees or cash compensation with respect to service on the Board of
Directors or committees of the Board of Directors of the Company.
(b) If the Board of Directors of the Company does not elect
Xxxxxxxxx to be Chairman of the Board or terminates his service as Chairman
of the Board during the Post-Employment Term for any reason other than
proper cause, death, disability or material breach of the Employment
Agreement or this Agreement, the Company shall thereafter be and remain
obligated to pay to Xxxxxxxxx compensation at the rate described in
subparagraph (a) as follows:
(i) until the expiration of the Post-Employment Term
if Xxxxxxxxx ceases his full-time employment with the
Company prior to January 1, 1999; or
(ii) until December 30, 2001 if Xxxxxxxxx ceases his
full-time employment with the Company on or after January
1, 1999 but not later than December 30, 2001.
(c) In the event that Xxxxxxxxx is not serving as Chairman of
the Board but is receiving compensation under the provisions of
subparagraph (b) above, Xxxxxxxxx agrees to serve as a consultant to the
Company subject to the terms and conditions of subparagraphs 3(c) and 3(d).
(d) For any part of the Post-Employment Term that occurs on or
after December 31, 2001, Xxxxxxxxx will be entitled to, and the Company
will be obligated to pay, compensation at the rate described in
subparagraph (a) only for the time that he actually serves as Chairman of the
Board.
(e) Xxxxxxxxx shall perform such duties as Chairman of the
Board under this Paragraph as the Board of Directors may reasonably request,
which may include any or all of the following: providing advice and
counsel to management; participating in corporate strategic planning;
providing advice in connection with major corporate transactions, such as
mergers and acquisitions; presiding at all meetings of the Board of
Directors and shareholders of the Company; with the assistance of
management, planning the content and agenda of such meetings; supervising
the work of various committees of the Board of Directors (except for the
Audit Committee); serving as Chairman of the Executive Committee; recruiting,
training and supervising the activities of other members of the Board of
Directors; communicating with other participants in the financial
services industry and markets to obtain independent information,
insights, and assessments of trends and developments in the industry for
the benefit and assistance of the Board of Directors in discharging its
duties; representing the Company in its participation in the affairs of
industry trade associations; supervising the Company's communications with
its shareholders; participating in customer and public relations;
participating in charitable and community organizations which the Company or
its subsidiaries wish to support; and any other duties assigned from time to
time by the Board of Directors of the Company. Xxxxxxxxx shall devote his
best efforts to fulfilling his role as Chairman of the Board under this
Paragraph 2 and shall apply substantially the same degree of skill and
diligence in such service as applied by him during the term of the Employment
Agreement; however, Xxxxxxxxx shall not be required to devote more than
1,000 hours on an annual basis to his duties under this Paragraph 2 and
Xxxxxxxxx'x hours shall be further subject to the limitations of Paragraph 7
below.
(f) The occurrence of any of the following events or
circumstances shall constitute "proper cause" for the removal of Xxxxxxxxx
as Chairman of the Board, at the election of the Board of Directors of the
Company, during the Post-Employment Term under this Agreement:
(i) Xxxxxxxxx shall voluntarily resign as a director of
the Company without approval of the Board of Directors
of the Company for reasons other than a breach of this
Agreement in any material respect by the Company which
has not been cured within 30 calendar days after the
Company's receipt of written notice of such breach from
Xxxxxxxxx;
(ii) the perpetration of defalcations by Xxxxxxxxx
involving the Company or any of its affiliates, as
established by certified public accountants employed
by the Company, or willful, reckless or grossly
negligent conduct of Xxxxxxxxx entailing a
substantial violation of any material provision of
the laws, rules, regulations or orders of any
governmental agency applicable to the Company or
its subsidiaries;
(iii) the repeated and deliberate failure by Xxxxxxxxx,
after advance written notice to him, to comply with
reasonable policies or directives of the Board of
Directors; or
(iv) Xxxxxxxxx shall breach this Agreement in any
other material respect and fail to cure such breach
within 30 calendar days after Xxxxxxxxx receives
written notice of such breach from the Company;
provided, however, the inability of the Company to achieve favorable results
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of operations during the Post-Employment Term for reasons essentially
unrelated to the events or circumstances described in subparagraphs (i),
(ii), (iii) and (iv) hereof shall not be deemed to constitute "proper cause."
(g) Xxxxxxxxx may serve as a director of any subsidiary of
the Company and receive the usual fee paid to any other director of such
subsidiary.
3. Engagement of Xxxxxxxxx as a Consultant.
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(a) The Company hereby agrees to appoint Xxxxxxxxx as a consultant
to the Company, and Xxxxxxxxx hereby agrees to accept such appointment for
and during the term described in subparagraph (b) below and subject to the
terms and conditions of this Agreement.
(b) Xxxxxxxxx'x term as a consultant to the Company under
this Paragraph 3 shall commence either upon the termination of the
Post-Employment Term or, if the Post-Employment Term ends after December
31, 2001, upon the first date after December 31, 2001 on which Xxxxxxxxx is
not serving as Chairman of the Board of the Company ("Commencement Date").
The Company in its sole discretion may cancel this Agreement for consulting
services of Xxxxxxxxx (i) by giving written notice to Xxxxxxxxx not less
than 60 days in advance of any annual anniversary of the Commencement Date
or (ii) upon the occurrence of a material breach of this Agreement by
Xxxxxxxxx that is not cured within 30 calendar days after Xxxxxxxxx
receives written notice of such breach from the Company. In any event,
the term of the consulting arrangement provided for in this Paragraph 3
shall terminate on the fourth annual anniversary of the Commencement
Date.
(c) It is hereby understood that the services of Xxxxxxxxx are
unique and not readily replaceable and that all consultancy services
agreed to be performed hereunder shall be performed exclusively by
Xxxxxxxxx and not by any other person. Xxxxxxxxx shall provide such
consulting services to the Company and its subsidiaries as are from time to
time reasonably requested by the Board of Directors of the Company and shall
provide such services with substantially the same degree of skill and
diligence as he applied during the term of the Employment Agreement. In
providing such services, Xxxxxxxxx shall make himself reasonably available
during normal business hours for general advice and consultation in
relation to strategic planning, growth and expansion, merger and acquisition
transactions, investor relations, human resource need assessments and
performance appraisals, and other aspects of the operations, financial
affairs and business of the Company and its subsidiaries. Xxxxxxxxx'x
duties hereunder may also include (i) representation of the Company's
interests in one or more trade associations and in governmental affairs,
and (ii) participation in charitable and community organizations which the
Company or its subsidiaries wish to support.
(d) During each annual period beginning with the Commencement
Date, Xxxxxxxxx shall devote up to 70 days to providing consulting
services to the Company. The Company shall make available to Xxxxxxxxx
consulting assignments, as described in subparagraph (c) above, sufficient to
enable him to devote up to 70 days of service in any annual period in effect
under subparagraph (b) above. Travel time expended in connection with the
duties performed hereunder shall be included as time devoted pursuant to
this Agreement, except that travel time shall not include any time for
travel of Xxxxxxxxx between any of his residences and the Company's
headquarters.
(e) The Company shall pay Xxxxxxxxx at the daily rate of
compensation set forth in Schedule A (the "Daily Rate") in increments of
one-half days for any consulting services performed under this
Paragraph 3. The total compensation paid to Xxxxxxxxx under this
Paragraph 3 during any annual period (as measured from the Commencement
Date or any annual anniversary date of the Commencement Date) (an "Annual
Period") shall not exceed the Daily Rate in effect for such period
multiplied times 70 (the "Annual Limit").
(f) Xxxxxxxxx shall submit invoices to the Company on a
quarterly basis for any consulting services performed. No quarterly
payment by the Company shall exceed the Quarterly Limit. The "Quarterly
Limit" means the sum of Quarterly Factors for each of the quarterly
periods elapsed since the Commencement Date less the aggregate amount of
invoices submitted by Xxxxxxxxx since the Commencement Date (excluding the
portion of any invoices not paid in full by the Company). The "Quarterly
Factor" for each consecutive three-month period (a "Quarter") elapsed since
the Commencement Date shall be the Annual Limit in effect during such
Quarter divided by four. The Company shall be obligated to pay invoices
submitted by Xxxxxxxxx that are in excess of the Quarterly Limit in
succeeding quarterly periods and the obligation to pay such invoices shall
not be extinguished because of the outstanding invoices exceeding the
Quarterly Limit in any period, except that the Company shall not be liable
for the amount of any unpaid invoices in excess of the Quarterly Limit for
the last quarter before the fourth annual anniversary of the Commencement
Date.
4. Reporting of Services. Xxxxxxxxx shall meet with representatives
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of the Company, at such reasonable times as the Company or Xxxxxxxxx shall
desire, to discuss any matters germane to carrying out the purposes of this
Agreement.
5. Reimbursement of Expenses. During the term of this Agreement, the
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Company shall reimburse Xxxxxxxxx for all reasonable and customary
documented expenses actually incurred by Xxxxxxxxx in the discharge of his
duties hereunder and not otherwise reimbursed by any other person or
entity. It is understood that such reasonable and customary expenses
shall, without limitation, include: (a) travel expenses including
transportation, lodging, meals and entertainment expenses associated with
travel undertaken by Xxxxxxxxx pursuant to his performance of his
duties hereunder, except that the Company shall not reimburse Xxxxxxxxx for
any of his expenses for travel between any of his residences and the
Company's headquarters, and (b) local meal, entertainment and transportation
expenses when incurred in furtherance of this Agreement. Xxxxxxxxx shall
report his expenses to the Company monthly in such manner as shall be
reasonably required by the Company and the Company shall reimburse Xxxxxxxxx
within 30 days of the receipt of any such report.
6. Office Space. Office space, office supplies or equipment, and
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office staff may be provided by the Company to Xxxxxxxxx during the
term of this Agreement at the discretion of the Company.
7. Independent Contractor. The relationship of Xxxxxxxxx to the
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Company hereunder is that of an independent contractor. It is acknowledged
and agreed that Xxxxxxxxx shall not have authority to bind the Company to any
agreement or obligation with, or representation to, any third party, nor
shall Xxxxxxxxx hold himself out to any person as having such
authority. Notwithstanding any provision of this Agreement to the
contrary, Xxxxxxxxx shall not be required to perform any duties or services
that would result in a suspension of his benefits under any retirement
benefits program of the Company and Xxxxxxxxx shall not perform any work
or services that would result in disqualification of any retirement
benefits program of the Company. During the term of this Agreement,
Xxxxxxxxx shall not be a participant in any benefit program or entitled to
the benefits offered by the Company to its officers and employees except
to the extent that he is entitled to such participation or benefits
under the Employment Agreement as a retiree of the Company or, during the
time that he serves as a director, to the extent that such participation or
benefits are made available to directors of the Company, or to the
extent that benefits are expressly provided under the terms of this
Agreement.
8. Death. This Agreement shall be terminated automatically in the
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event of Xxxxxxxxx'x death prior to or during the term of this Agreement,
except that the Company shall be obligated to pay for any services of
Xxxxxxxxx provided to the Company prior to his death.
9. Disability. This Agreement may be terminated at the election of
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the Company upon a determination by the Board of Directors of the Company,
made in its sole discretion, that Xxxxxxxxx will be unable, by reason of
physical or mental incapacity, to perform the reasonably expected duties
assigned to him pursuant to this Agreement for a period longer than six
consecutive months or more than nine months in any consecutive 12-month
period. In the exercise of its discretion, the Board of Directors shall
give due consideration to, among such other factors as it deems appropriate
to the best interests of the Company, the opinion of Xxxxxxxxx'x personal
physician or physicians and the opinion of any physician or physicians
selected by the Board of Directors for these purposes. Xxxxxxxxx shall
submit to examination by any physician or physicians so selected by the
Board of Directors and shall otherwise cooperate with the Board of
Directors in making the determination contemplated hereunder (such
cooperation to include, without limitation, consenting to the release
of information by any such physician or physicians to the Board of
Directors). In the event of such termination, the Company shall thereupon
be relieved of its obligations to pay compensation and benefits under
Paragraphs 2 and 3 hereof (except for accrued and unpaid items) but shall be
obligated, until the earlier of (i) the fourth annual anniversary of the
Commencement Date or (ii) his death, to pay or provide to Xxxxxxxxx the
following:
(a) For the period of 12 full calendar months next following the
date (the "Disability Date") at which Xxxxxxxxx was unable, by reason of
physical or mental incapacity, to perform and did not perform a substantial
portion of his essential duties hereunder (such date to be determined by the
Board of Directors in its sole discretion), a quarterly disability income
benefit in an amount equal to 100 percent of the base compensation (per
quarter) in effect under either Paragraph 2(a) or Paragraph 3(e) as
applicable hereof on the Disability Date; and thereafter a monthly
disability income benefit in an amount equal to 60 percent of the average
quarterly base compensation payable to Xxxxxxxxx hereunder during the 12
full calendar months next preceding the Disability Date. The Company shall
be entitled to a credit against its obligation to pay such disability
benefits for the amounts received from time to time by Xxxxxxxxx pursuant
to any disability income insurance policy maintained by the Company.
10. Assignment; Successors.
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(a) The benefits of this Agreement are and shall be personal
to Xxxxxxxxx and shall not inure to the benefit of Xxxxxxxxx'x heirs,
personal representatives or assigns.
(b) The duties of Xxxxxxxxx hereunder shall be personal and
not assignable or delegable by him in any manner whatsoever.
(c) This Agreement shall be binding upon and shall inure to
the benefit of the Company, its successors and assigns.
11. Confidentiality. For purposes of this Agreement, "proprietary
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information" shall mean any information relating to the business of the
Company or its subsidiaries that has not previously been publicly
released by duly authorized representatives of the Company and shall include
(but shall not be limited to) Company information encompassed in all
marketing and business plans, financial information, costs, pricing
information, and all methods, concepts, or ideas in or reasonably related
to the business of the Company or its subsidiaries and not in the
public domain.
Xxxxxxxxx agrees to regard and preserve as confidential all
proprietary information that has been or may be developed or obtained by
him in the course of providing consulting services to the Company and its
subsidiaries, whether he has such information in his memory or in writing
or other physical form. Xxxxxxxxx shall not, without written authorization
from the Company to do so, use for his benefit or purposes, nor disclose
to others, either during the term of this Agreement or thereafter, except
as required by the conditions of his consultancy hereunder, any
proprietary information connected with the business or development of the
Company or its subsidiaries. This prohibition shall not apply after the
proprietary information has been voluntarily disclosed to the public,
independently developed and disclosed by others, or otherwise enters the
public domain through lawful means.
12. Non-Competition. Xxxxxxxxx agrees that during the term of this
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Agreement and for a period of two years after the termination of his
services under this Agreement, he will not in any way, directly or
indirectly, manage, operate, control, accept employment or a consulting
position with or otherwise advise or assist or be connected with, or own or
have any other interest in, or right with respect to the revenues, receipts,
profits or losses of (other than through ownership of not more than 4.9
percent of the outstanding equity securities of any person, firm or
corporation) any Competitive Enterprise thereinafter defined). For
purposes of this Paragraph 12, "Competitive Enterprise" means any
person, firm or corporation that directly or indirectly (i) is engaged in
commercial banking or any other activity which is competitive with the
Company or any of its present or future subsidiaries and (ii) conducts such
banking or other activities described in clause (i) above in any county in
which the Company or any of its present or future subsidiaries then operates
or in any county contiguous thereto, but shall not include Southwest Banks,
Inc. or the First National Bank of Naples.
Without limitation of the Company's rights and remedies under
this Agreement or as otherwise provided by law or in equity, it is
understood and agreed between the parties that the right of Xxxxxxxxx to
receive and retain any payments otherwise due to him under this Agreement
shall be suspended and canceled if and for so long as he shall be in
violation of the foregoing covenant not to compete. If and when Xxxxxxxxx
shall have cured such violation and shall have tendered to the Company any
and all economic benefits directly or indirectly received or receivable by
him arising therefrom, such right shall be automatically reinstated but only
for the remainder of the period during which such payments are due him.
13. Removal of Documents. Xxxxxxxxx agrees not to remove from the
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premises of the Company or any subsidiary, except as a Director of the
Company or as a consultant for the Company in pursuit of the business of the
Company or any of its subsidiaries or affiliates, or except as specifically
permitted in writing by the Company, any document or object containing or
reflecting any proprietary information. Xxxxxxxxx recognizes that all
such documents and objects, whether developed by him or by someone else, are
the exclusive property of the Company or its subsidiaries.
14. Injunctive Relief. It is understood and agreed by and between the
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parties hereto that the services to be rendered by Xxxxxxxxx hereunder are of
a special, unique, extraordinary and intellectual character, which gives them
a peculiar value, the loss of which may not be reasonably or
adequately compensated in damages, and additionally that a breach by
Xxxxxxxxx of the covenants set out in Paragraphs 11, 12 and 13 of this
Agreement will cause the Company great and irreparable injury and damage.
Xxxxxxxxx hereby expressly agrees that the Company shall be entitled to
the remedies and injunction, specific performance and other equitable
relief to prevent a breach of Paragraphs 11, 12 and 13 of this
Agreement by Xxxxxxxxx. This provision shall not, however, be construed as
a waiver of any of the remedies which the Company may have for damages or
otherwise.
15. Arbitration. Any dispute or controversy as to the validity,
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interpretation, construction, application or enforcement of, or
otherwise arising under or in connection with, this Agreement shall be
submitted at the request of either party hereto for resolution and settlement
through arbitration in Pittsburgh, Pennsylvania in accordance with the rules
then prevailing of the American Arbitration Association. Any award rendered
therein shall be final and binding on each of the parties hereto
and their heirs, executors, administrators, successors and assigns, and
judgment may be entered thereon in any court having jurisdiction. The
foregoing provisions of this Paragraph 15 shall not be deemed to limit the
rights and remedies reserved to the Company under and pursuant to Paragraph
14 hereof.
16. Governing Law. This Agreement shall be deemed to be a contract
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under the laws of the Commonwealth of Pennsylvania and shall be for all
purposes construed and enforced in accordance with the laws of said
Commonwealth. Nothing contained in this Agreement shall be interpreted,
construed or applied to require the commission of any act contrary to
law. Whenever there is any conflict between any provision of this
Agreement and any statute, law, ordinance, order or regulation, the
latter shall prevail; but, in such event, any such provision of this
Agreement shall be curtailed and limited only to the extent necessary to
bring it within applicable legal requirements.
17. Entire Agreement; Amendment. This Agreement sets forth the entire
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understanding of the parties in respect of the subject matter contained
herein and supersedes all prior agreements, arrangements and understandings
relating to the subject matter and may only be amended by a written agreement
signed by both parties hereto or their duly authorized representatives.
Nothing contained in this Agreement shall be deemed to limit, impair or
affect any post-employment retirement benefits provided for under
Xxxxxxxxx'x aforementioned Employment Agreement or any retirement plan of
the Company or its subsidiaries in which he is a participant or beneficiary.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: F.N.B. CORPORATION
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxx
________________________ By: ________________________________
Asst. Secretary Chairman of the Compensation
Committee of the Board of Directors
WITNESS:
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
_____________________________ ___________________________________
Xxxxx Xxxxxxxxx
Schedule A
The Daily Rate to be used in determining Xxxxxxxxx'x compensation
under Paragraph 3 shall be as follows:
Start of Annual Period
begins on or after
December 31 (but before Daily Rate
December 31 of the next year) for Annual Period
1995 $2,000
1996 2,080
1997 2,163
1998 2,250
1999 2,340
2000 2,433
2001 2,531
2002 2,632
2003 2,737
2004 2,847
2005 2,960
2006 3,080
2007 3,203
The Company and Xxxxxxxxx agree that the Daily Rates set forth above reflect
a market rate for Xxxxxxxxx'x consulting services as of the date of
this Agreement with annual adjustments for projected average annual increases
in the Consumer Price Index of four percent, based on current experience.
If during any three-year period during the years listed above, the average
annual increase in the Consumer Price Index for all urban consumers
reflecting a rental- equivalence measure of home ownership as reported by
the U.S. Department of Labor is less than two percent or more than six
percent, Xxxxxxxxx and the Company agree to negotiate in good faith to
adjust the schedule of Daily Rates for Annual Periods occurring after such
three-year measurement period. Such negotiations may take into account
the quality of Xxxxxxxxx'x consulting services provided, if any, and the
financial condition of the Company, as well as any other factors the parties
reasonably determine to be relevant.
REVISED AND RESTATED AMENDMENT NO. 2
TO EMPLOYMENT AGREEMENT
ENTERED INTO on and as of September 10 1996 by and between
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XXXXX XXXXXXXXX (the ("Executive") and F.N.B. CORPORATION (the "Company").
WHEREAS, the Executive and the Company are parties to an Employment
Agreement dated as of January 1, 1990, as amended by an Amendment thereto
dated June 2, 1994 (the "Employment Agreement"); and
WHEREAS, the Executive and the Company executed Amendment No. 2 to
Employment Agreement dated as of June 26, 1995;
WHEREAS, the Executive and the Company executed an agreement dated as of
October 13, 1995 suspending and curtailing Amendment No. 2 to Employment
Agreement;
WHEREAS, the Executive and the Company desire to make certain revisions
to Amendment No. 2 to Employment Agreement and hereby agree to revise and
restate Amendment No. 2 to Employment Agreement, all as set forth herein;
WHEREAS, the Executive and the Company have agreed to enter into a Post-
Employment Services Agreement, in substantially the form attached hereto,
pursuant to which, inter alia, upon cessation of the Executive's full-time
employment under the Employment Agreement, the Executive shall be required to
make himself available to serve the Company as a Director and Chairman of the
Board and to serve the Company and its subsidiaries as an independent
consultant with respect to various aspects of their business and affairs (as
described therein) and the Executive shall be entitled to receive
compensation for such services; and
WHEREAS, the Executive and the Company have agreed, in connection with
the establishment of the said Post-Employment Services Agreement, and in
consideration therefor, (i) to eliminate from the Employment Agreement the
Executive's entitlement to severance compensation upon occurrence of the
events described in Section 11 thereof, (ii) to amend and supplement the
provisions of Section 1(b) thereof, and (iii) to eliminate Section 20 thereof
in its entirety; and
WHEREAS, the parties desire to reaffirm all the other terms and
provisions of the Employment Agreement,
NOW, THEREFORE, intending to be legally bound, the Executive and the
Company covenant and agree that:
1. Section 1(b) of the Employment Agreement is hereby amended and
supplemented as follows:
1st. From the last sentence, the words ", except by operation
---
of Section 20 hereof" are hereby deleted.
2nd. At the end thereof is hereby added a new sentence, to
---
read in its entirety: "Notwithstanding the foregoing, the Executive shall have
the right, exercisable by six months' written notice to the Company, to fix
the expiration of the term as of any date on or after December 31, 1996, and
thereby initiate the term of the Post-Employment Services Agreement dated as
of September 10 1996 between the Executive and the Company.
---------------,
2. Section 11 of the Employment Agreement is hereby deleted in
its entirety.
3. Section 20 of the Employment Agreement is hereby deleted in
its entirety.
4. The parties hereby reaffirm all the other terms and provisions
of the Employment Agreement, which shall remain in full force and effect as
amended hereby.
5. In consideration of the foregoing, the parties shall,
concurrently herewith, enter into the Post-Employment Services Agreement in
substantially the form attached hereto.
WITNESS the due execution and delivery hereof as of the date first above
written.
WITNESS: EXECUTIVE
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
____________________________ _____________________________
Xxxxx Xxxxxxxxx
ATTEST: F.N.B. CORPORATION
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxx X. Xxxxxx
____________________________ By: _________________________
Asst. Secretary Chairman of the Compensation
Committee of the Board of Directors