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FNB > SEC Filings for FNB > Form 8-K on 26-Mar-2013All Recent SEC Filings

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Form 8-K for FNB CORP/FL/


26-Mar-2013

Change in Directors or Principal Officers


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 20, 2013, the F.N.B. Corporation ("Corporation") Compensation Committee ("Committee") approved the award of performance-based and service-based restricted stock grants to certain of the Corporation's executive officers named in the Compensation Discussion and Analysis included in the Corporation's proxy statement for its Annual Meeting of Shareholders held in 2012 (the "Named Executive Officers") in the following amounts:

     Named Executive Officer      Number of Restricted      Number of Restricted
                                   Stock Units Awarded      Stock Shares Awarded
                                    Performance-Based             Service-
                                                                    Based
     Vincent J. Delie, Jr.                    27,684                    13,842
     Vincent J. Calabrese, Jr.                 7,383                     3,692
     John C. Williams, Jr.                     7,383                     3,692

These awards are made pursuant to the stockholder approved 2007 Incentive Compensation Plan ("Plan"), as amended, a copy of which is on file with the SEC as Annex "A" to the Corporation's 2011 proxy statement.

The service-based restricted stock awards are subject to the standard terms contained in the service-based restricted stock award agreement previously filed by the Corporation under a Form 8-K on January 19, 2007, and will vest on January 16, 2016, provided the Named Executive Officer remains continuously employed by the Corporation.

Under the terms of the performance-based award agreement, the Committee's determination as to whether the performance-based restricted stock units shall vest for each Named Executive Officer will occur on March 1, 2016 ("Vesting Date"). The performance-based restricted stock awards are subject to the standard terms contained in the performance-based restricted stock award agreement previously filed by the Corporation under a Form 8-K on March 27, 2012.

The foregoing discussion is qualified in its entirety by reference to the full text of the Plan, the service-based restricted stock agreement and the performance-based restricted stock agreement.


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