Pennsylvania
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(State or other jurisdiction of incorporation)
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001-31940
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25-1255406
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(Commission File Number)
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(IRS Employer Identification No.)
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One North Shore Center, 12 Federal Street, Suite 503
Pittsburgh, Pennsylvania
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15212
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(Address of Principal Executive Offices)
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(Zip Code)
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(800) 555-5455
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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F.N.B. CORPORATION
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By:
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/s/ Vincent J. Calabrese, Jr.
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Name:
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Vincent J. Calabrese, Jr.
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Title:
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Chief Financial Officer
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I.
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Grant Date
:
April 2, 2018
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II.
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Participant
:
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III.
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Grant Information
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•
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Award Amount:
_________
Restricted Stock Units
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•
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Performance Metrics:
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A.
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Return on Average Tangible Assets (ROATA) relative to Peer Financial Institutions (see Part IV below)
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B.
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Total Shareholder Return (TSR) relative to Peer Financial Institutions (see Part V below)
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C.
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Calculated Amount is equal to ROATA Table calculated value (Part IV) multiplied by TSR Multiplier Table calculated value (Part V) multiplied by Award Amount
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•
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ROATA Performance Period:
January 1, 2018 to December 31, 2020
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•
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TSR Performance Period:
April 2, 2018 to March 31, 2021
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•
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Vesting Period:
April 2, 2018 to March 31, 2021
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•
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Vesting Date:
April 1, 2021, subject to satisfying the Vesting Requirements (see Section 4 of Schedule 1), except as otherwise provided in Section 5 of Schedule 1 hereto.
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•
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Source of Restricted Stock Units:
F.N.B. Corporation 2007 Incentive Compensation Plan (Amended and Restated Effective May 20, 2015) (the “Plan”).
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Relative ROATA Percentile Ranking
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Payout as a Percentage of Award Amount*
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Threshold Level -
25
th
Relative ROATA percentile
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25% of Award Amount
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Target Level -
50
th
Relative ROATA percentile
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100% of Award Amount
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Maximum Level
- 75
th
Relative ROATA percentile or higher
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175% of Award Amount
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Relative TSR Percentile Ranking
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Multiplier to ROATA Payout**
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75
th
Relative TSR Percentile or higher
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125%
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50
th
Relative TSR Percentile
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100%
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25
th
Relative TSR Percentile or lower
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75%
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F.N.B. CORPORATION
__________________________ Name: Vincent J. Delie, Jr. Title: Chairman, President and C.E.O. |
PARTICIPANT
___________________________________ Name: |
(a)
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Service Requirement
.
The Participant must remain continuously in Service
1
with F.N.B. from the Grant Date through the Vesting Date.
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(b)
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Performance Requirement
.
The mean of F.N.B.’s ROATA for the three fiscal years comprising the ROATA Performance Period must be greater than or equal to the 25
th
percentile of the calculated mean of the individual Peer Financial Institutions’ ROATA for the three fiscal years of the ROATA Performance Period (see Schedule 2).
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(c)
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Determinations Made Between Levels
.
To determine the appropriate percentile ranking under both the ROATA Table and TSR Multiplier Table, set forth in the Agreement Cover Page, F.N.B. will use straight line interpolation, rounded to the nearest whole Restricted Stock Unit.
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Accelerated Vesting Event
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Vested Amount
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Vesting Date
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1.
Death
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100% vesting of the Award Amount
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Participant’s date of death
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2.
Normal Retirement and Early Retirement
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Prorated vesting
2
of the Calculated Amount
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The Vesting Date, as defined on the Agreement Cover Page
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3.
Disability
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Prorated vesting
2
of the Calculated Amount
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The Vesting Date, as defined on the Agreement Cover Page
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4.
Change in Control of F.N.B. Corporation
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100% vesting of the Award Amount
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The date of the Change in Control or the date of termination of Service
3
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5.
Bank Sale
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100% vesting of the Award Amount
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The date of completion of the Bank Sale or the date of termination of Service
4
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6.
Non-Bank Sale
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Prorated vesting
5
of the Award Amount
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The date of completion of the Non-Bank Sale or the date of termination of Service
6
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(a)
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Restrictions on Transfer
.
The Restricted Stock Units may not be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to F.N.B. as a result of forfeiture of the Restricted Stock Units as provided herein and by beneficiary designation, will or by laws of descent and distribution upon the Participant’s death.
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(b)
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No Voting Rights
.
The Restricted Stock Units granted pursuant to this Agreement, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Restricted Stock Units (including the Dividend Equivalents, defined below) are paid to Participant in shares of Stock.
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(c)
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Compliance with Laws and Regulations
.
The grant of Restricted Stock Units evidenced hereby shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required. F.N.B. shall not be required to issue or deliver any certificates or to make book entries in the records of F.N.B. or its transfer agent for Restricted Stock Units or Stock corresponding to the Restricted Stock Units prior to (i) the listing of such Stock on any stock exchange on which the Stock may then be listed and (ii) the effectiveness of any registration statement with respect to such Stock that counsel for F.N.B. deems necessary or appropriate.
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(a)
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From and after the date of this Agreement, Participant agrees to keep confidential and not use, or otherwise appropriate, for Participant’s own benefit, or directly or indirectly divulge to any third party, Confidential Information (as defined below) of F.N.B. Confidential Information shall include, without limitation, all information not generally known to the public, unless such information becomes public knowledge due to (i) Participant acting in his or her self-interest or Participant’s negligence; or (ii) action by Participant that is not authorized by F.N.B. (e.g., financial data, marketing plans, strategies, customer information and employee information, whether in documentary or electronic form, whether past, present or prospective). The prohibitions against the use and disclosure of Confidential Information are in addition to all rights and remedies which are available to F.N.B. under applicable federal and state law to prevent the use or disclosure of trade secrets and other confidential information. The enforcement by F.N.B. of its rights and remedies under this Agreement shall not be a waiver of any other rights or remedies which F.N.B. may possess absent this Agreement.
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(b)
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Subject to applicable law, F.N.B. and Participant agree that the terms and conditions of this Agreement shall be confidential and shall not be disclosed or discussed by the parties with any person other than the parties’ attorneys or other person whose knowledge of the terms of this Agreement is necessary for accounting, tax or other related purposes or for purposes of F.N.B.’s business operations.
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(c)
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Subject to applicable law, from and after the date of this Agreement, Participant agrees not to make any oral or written communication or comment to impugn or otherwise disparage the competency, integrity, ethics or qualifications of F.N.B., including its Affiliates, directors, officers and employees. Subject to applicable law, F.N.B. agrees to maintain reasonable policies to restrict its directors and officers from making any false oral or written communication or comments meant to impugn or otherwise disparage Participant, except when truthfully responding to routine requests for information regarding Participant.
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(d)
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From the Grant Date through the Vesting Date, unless forfeited earlier, the Participant shall not in any way, directly or indirectly, for the purpose of selling any product or service that competes with a product or service which was offered by F.N.B. during Participant’s employment, solicit, divert, or entice any current or potential customer or existing business of F.N.B.’s with whom Participant solicited, or with whom Participant had business communications, or transacted business with or on behalf of F.N.B. during Participant’s tenure with F.N.B. and Participant shall not initiate any contact or communication of any kind whatsoever, for the purpose of inviting, encouraging or requesting any account relationship to transfer its business from F.N.B. or to otherwise discontinue its patronage and business relationship with F.N.B. Participant shall not employ or assist another employer besides F.N.B. in employing anyone who is an employee of F.N.B. except as required under Participant’s duties.
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(e)
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Should Participant breach Section 10 of this Agreement, Participant agrees to immediately forfeit all Restricted Stock Units and Dividend Equivalents subject to a risk of forfeiture and such Participant shall make F.N.B. whole for damages suffered by F.N.B. by reason of any such breach or hindrance, including F.N.B. requiring the forfeiture of any previously vested Restricted Stock Units or Dividend Equivalents.
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(f)
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Should the terms of this Section 10 conflict with any other valid non-solicitation, disparagement, non-compete, or other restrictive covenant contained under an employment, consulting or other written agreement, the restrictive covenant provisions of such employment, consulting or other written agreement shall be deemed to supersede the terms of this Section 10. A breach of any of the foregoing restrictive covenants contemplated in this Section 10 or that supersede this Section 6 shall be treated as a breach and forfeiture under this Section 10. The invalidity of one non-solicitation agreement or restrictive covenant agreement, based on lack of adequate consideration or otherwise, shall not impact this or any other non-solicitation agreement or provision.
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(g)
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Participant acknowledges that nothing in this Agreement shall be construed to: (i) prohibit Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) require notification or prior approval by F.N.B. of any reporting described by clause (i), provided that such reporting is done in the most confidential manner provided by law.
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(h)
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This Section 10 shall survive termination of this Agreement.
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•
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“
Relative Return on Average Tangible Assets
” is the result of the computation of the mean of F.N.B.’s ROATA, subject to the Committee’s discretion pursuant to Section 3 of Schedule 1, for Fiscal Year 1, Fiscal Year 2 and Fiscal Year 3 of the ROATA Performance Period (“Average F.N.B. ROATA”) relative to the result of the computation of the mean of the ROATA for Fiscal Year 1, Fiscal Year 2 and Fiscal Year 3 of each individual Peer Financial Institution, subject to the Committee’s discretion pursuant to Section 3 of Schedule 1, for the ROATA Performance Period (“Average Individual Peer Financial ROATA”). Relative ROATA will be determined by ranking the Average F.N.B. ROATA and the Average Individual Peer Financial ROATA from highest to lowest for the ROATA Performance Period. After this ranking, the percentile performance of F.N.B. relative to the Peer Financial Institutions will be determined as follows:
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P
= 1 -
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R
- 1
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N
- 1
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Where:
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“P” represents the percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
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•
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“
ROATA
” means for each of F.N.B. and the Peer Financial Institutions the calculation of Net Income plus amortization of intangibles, net of tax, divided by average Total Tangible Assets.
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•
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“
Net Income
” is the net profit that each of F.N.B. and a Peer Financial Institution earns.
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•
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“
Total Tangible Assets
” equals each of F.N.B.’s or a Peer Financial Institution’s total assets minus intangible assets.
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•
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“
Relative Total Shareholder Return
” means F.N.B.’s TSR relative to the TSR of the Peer Financial Institutions for the TSR Performance Period. Relative Total Shareholder Return will be determined by ranking F.N.B. and each of the Peer Financial Institutions from highest to lowest according to their respective TSRs. After this ranking, the percentile performance of F.N.B. relative to the Peer Financial Institutions will be determined as follows:
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P
= 1 -
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R
- 1
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N
- 1
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Where:
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“P” represents the percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
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Example:
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If there are 12 Peer Financial Institutions, and F.N.B. ranked 7
th
, the performance would be at the 50
th
percentile: 0.50 = 1 – ((7-1)/(13-1)).
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•
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“
TSR
” means, for F.N.B. and each of the Peer Financial Institutions, total shareholder return, which will be calculated by dividing (i) the Closing Average Share Value (X) minus the Opening Average Share Value (Y) by (ii) the Opening Average Share Value (Y).
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•
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“
Opening Average Share Value
” means the average, over the trading days in the Opening Average Period, of the closing price of a company’s stock multiplied by the Accumulated Shares for each trading day during the Opening Average Period.
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•
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“
Opening Average Period
” means the twenty (20) trading days immediately preceding the Grant Date.
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•
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“
Accumulated Shares
” means, for a given trading day, the sum of (i) one (1) share and (ii) a cumulative number of shares, including the accumulated value of a company’s dividends paid during the TSR Performance Period, of a company’s common stock purchased with dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date, for ex-dividend dates between the first day of the Opening Average Period and the trading day.
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•
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“
Closing Average Share Value
” means the average, over the trading days in the Closing Average Period, of the closing price of a company’s stock (including the accumulated value of a company’s dividends paid during the TSR Performance Period) multiplied by the Accumulated Shares for each trading day during the Closing Average Period.
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•
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“
Closing Average Period
” means the twenty (20) trading days immediately preceding and including the last trading day in the TSR Performance Period.
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(a)
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In the event of a merger of a Peer Financial Institution with an entity that is not a Peer Financial Institution, or the acquisition or business combination transaction by or with a Peer Financial Institution, or with an entity that is not a Peer Financial Institution, in each case where the Peer Financial Institution is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Financial Institution.
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(b)
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In the event of the announcement of a merger or acquisition or business combination transaction of a Peer Financial Institution by or with an entity that is not a Peer Financial Institution, a “going private” transaction involving a Peer Financial Institution or the liquidation of a Peer Financial Institution, where the Peer Financial Institution is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer remain a Peer Financial Institution. However, merged or acquired Peer Financial Institutions that are not the surviving entity shall be included in the Schedule 2 and Schedule 3 calculation results, with the results being as of the most recent quarter end completed prior to announcement of such transaction.
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(c)
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In the event of a bankruptcy or insolvency of a Peer Financial Institution, such Peer Financial Institution shall remain a Peer Financial Institution and the lowest rank shall be assigned such Peer Financial Institution.
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Grant Amount
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_____ Restricted Stock Units
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Vesting Period:
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April 2, 2018 to March 31, 2021
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Vesting Date
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April 1, 2021
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Source of Restricted Stock Units:
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F.N.B. Corporation 2007 Incentive Compensation Plan (Amended and Restated Effective May 20, 2015), as amended (the “Plan”)
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F.N.B. CORPORATION
__________________________
Name: Vincent J. Delie, Jr.
Title: Chairman, President and C.E.O.
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PARTICIPANT
___________________________________
Name:
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(a)
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Vesting and Forfeiture
. The Participant’s right to the Grant Amount (together with all Dividend Equivalents (as that term is described in Section 3(c) herein)) shall vest on the Vesting Date, and Stock represented (on a one-for-one basis) by the Restricted Stock Units and all Dividend Equivalents with respect to such Restricted Stock Units shall be distributed to Participant on the Vesting Date (or as soon as administratively practicable thereafter but in no event later than thirty (30) calendar days following such date in accordance with Section 3(d) hereof), and will become freely transferable, provided, the Participant has been continuously in Service
1
with F.N.B. from the Grant Date through the earlier of the Vesting Date (as specified on the Agreement Cover Page and hereinafter referred to as the “Vesting Period”), or as provided in the Accelerated Vesting Table Section 3(b).
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(b)
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Termination of Employment; Forfeiture or Acceleration of Restricted Stock Units
. Upon the effective date of the termination of Participant’s Service before the Vesting Date, or upon a breach of Section 6 herein, the Restricted Stock Units shall immediately be forfeited without consideration or future action being required of F.N.B. Notwithstanding the foregoing, the Restricted Stock Units shall be subject to accelerated vesting upon the occurrence of events and subject to the terms described in the following “Accelerated Vesting Table”, provided that the Participant has remained continuously in Service through the Accelerated Vesting Event:
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Accelerated Vesting Event
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Vested Amount
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Vesting Date
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1.
Death
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100% vesting of the Grant Amount
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Participant’s date of death
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2.
Normal Retirement
occurring in calendar year other than the year of the Grant Date
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100% vesting of the Grant Amount
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Participant’s retirement date
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3.
Normal Retirement
occurring in same calendar year as the year of the Grant Date
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Pro-rated vesting
2
of the Grant Amount
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Participant’s retirement date
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4.
Early Retirement
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Pro-rated vesting
2
of the Grant Amount
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Participant’s retirement date
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5.
Disability
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100% vesting of the Grant Amount
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The date upon which Participant becomes a Disabled Participant
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6.
Change in Control of F.N.B. Corporation
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100% vesting of the Grant Amount
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The date of the Change in Control or the date of termination of Service
3
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7.
Bank Sale
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100% vesting of the Grant Amount
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The date of completion of the Bank Sale or the date of termination of Service
4
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8.
Non-Bank Sale
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Pro-rated vesting
2
of the Grant Amount
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The date of completion of the Non-Bank Sale or the date of termination of Service
5
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(c)
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Dividend Equivalents
.
Any dividend paid, whether in cash or otherwise, on the shares of Stock between the Grant Date and the Vesting Date is to be converted into additional Restricted Stock Units and paid to Participant in accordance with Section 3(d) herein, subject to the vesting requirements described herein, and upon vesting, shall be distributed to Participant in accordance with Section 2(d) herein. Any Restricted Stock Units resulting from the conversion of these dividend amounts (“Dividend Equivalents”) will be considered Restricted Stock Units for purposes of this Agreement and will be subject to all the terms, conditions and restrictions set forth herein. Each Dividend Equivalent shall be rounded to the nearest whole Dividend Equivalent.
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(d)
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Payment of Vested Restricted Stock Units/Enrollment of Stock in DRP
.
Within thirty (30) calendar days following the Vesting Date, all Restricted Stock Units and Dividend Equivalents vested under Section 3 hereof, shall be enrolled (on a one for one basis) in the Participant’s name in the F.N.B. Dividend Reinvestment and Direct Stock Purchase Plan (“DRP”) in shares of Stock. In the event of an accelerated vesting under Section 3 of this Agreement, the calculation of each prorata Restricted Stock Unit shall be rounded to the nearest whole Restricted Stock Unit. After enrollment, the Participant shall be entitled to exercise all rights to the unrestricted Stock resulting from the vesting of the Restricted Stock Units and Dividend Equivalents, including the right to withdraw such Stock from the DRP, in accordance with the terms of the DRP. On the Vesting Date, F.N.B. shall withhold a number of shares of Stock from the unrestricted Stock to be distributed sufficient to satisfy all or a portion of the tax withholding requirements related to the vesting of the Restricted Stock Units and Dividend Equivalents.
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(e)
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No Right of Service
.
Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of F.N.B. or interfere in any way with the right of F.N.B. to terminate the Participant’s Service at any time or to change the terms and conditions of such Service.
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(f)
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Restrictions on Transfer
.
The Restricted Stock Units may not be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to F.N.B. as a result of forfeiture of the Restricted Stock Units as provided herein and by beneficiary designation, will or by laws of descent and distribution upon the Participant’s death.
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(g)
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Compliance with Laws and Regulations
.
The grant of Restricted Stock Units evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. F.N.B. shall not be required to issue or deliver any certificates or to make book entries in the records of F.N.B. or its transfer agent for Restricted Stock Units or Stock corresponding to the Restricted Stock Units prior to (i) the listing of such Stock on any stock exchange on which the Stock may then be listed and (ii) the effectiveness of any registration statement with respect to such Stock that counsel for F.N.B. deems necessary or appropriate.
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(h)
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No Voting Rights
.
The Restricted Stock Units granted pursuant to this Agreement, whether or not vested, will not confer any voting rights upon the Participant, unless and until the Restricted Stock Units (including the Dividend Equivalents) are paid to Participant in shares of Stock.
|
(a)
|
From and after the Grant Date of this Agreement, Participant agrees to keep confidential and not use, or otherwise appropriate, for Participant’s own benefit, or directly or indirectly divulge to any third party, Confidential Information (as defined below) of F.N.B. Confidential Information shall include, without limitation, all information not generally known to the public, unless such information becomes public knowledge due to (i) Participant acting in his or her self-interest or Participant’s negligence; or (ii) action by Participant that is not authorized by F.N.B. (e.g., financial data, marketing plans, strategies, customer information and employee information, whether in documentary or electronic form, whether past, present or prospective). The prohibitions against the use and disclosure of Confidential Information are in addition to all rights and remedies which are available to F.N.B. under applicable federal and state law to prevent the use or disclosure of trade secrets and other confidential information. The enforcement by F.N.B. of its rights and remedies under this Agreement shall not be a waiver of any other rights or remedies which F.N.B. may possess absent this Agreement.
|
(b)
|
Subject to applicable law, F.N.B. and Participant agree that the terms and conditions of this Agreement shall be confidential and shall not be disclosed or discussed by the parties with any person other than the parties’ attorneys or other person whose knowledge of the terms of this Agreement is necessary for accounting, tax or other related purposes or for purposes of F.N.B.’s business operations.
|
(c)
|
Subject to applicable law, from and after the Grant Date, Participant agrees not to make any oral or written communication or comment to impugn or otherwise disparage the competency, integrity, ethics or qualifications of F.N.B., including its Affiliates, directors, officers and employees. Subject to applicable law, F.N.B. agrees to maintain reasonable policies to restrict its directors and officers from making any false oral or written communication or comments meant to impugn or otherwise disparage Participant, except when truthfully responding to routine requests for information regarding Participant.
|
(d)
|
From the Grant Date through the Vesting Date, unless forfeited earlier, the Participant shall not in any way, directly or indirectly, for the purpose of selling any product or service that competes with a product or service which was offered by F.N.B. during Participant’s employment, solicit, divert, or entice any current or potential customer or existing business of F.N.B.’s with whom Participant solicited, or with whom Participant had business communications, or transacted business with or on behalf of F.N.B. during Participant’s tenure with F.N.B. and Participant shall not initiate any contact or communication of any
|
(e)
|
Should Participant breach Section 6 of this Agreement, Participant agrees to immediately forfeit all Restricted Stock Units and Dividend Equivalents subject to a risk of forfeiture and such Participant shall make F.N.B. whole for damages suffered by F.N.B. by reason of any such breach or hindrance, including F.N.B. requiring the forfeiture of any previously vested Restricted Stock Units or Dividend Equivalents.
|
(f)
|
Should the terms of this Section 6 conflict with any other valid non-solicitation, disparagement, non-compete, or other restrictive covenant contained under an employment, consulting or other written agreement, the restrictive covenant provisions of such employment, consulting or other written agreement shall be deemed to supersede the terms of this Section 6. A breach of any of the foregoing restrictive covenants contemplated in this Section 6 or that supersede this Section 6 shall be treated as a breach and forfeiture under this Section 6. The invalidity of one non-solicitation agreement or restrictive covenant agreement, based on lack of adequate consideration or otherwise, shall not impact this or any other non-solicitation agreement or provision.
|
(g)
|
Participant acknowledges that nothing in this Agreement shall be construed to: (i) prohibit Participant from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation; or (ii) require notification or prior approval by F.N.B. of any reporting described by clause (i), provided that such reporting is done in the most confidential manner provided by law.
|
(h)
|
This Section 6 shall survive termination of this Agreement.
|