AMENDMENT OF EMPLOYMENT AGREEMENT

EX-10.3 3 l24095aexv10w3.htm EX-10.3 EX-10.3
 

Exhibit 10.3.
AMENDMENT OF EMPLOYMENT AGREEMENT
     WHEREAS, Stephen J. Gurgovits (the “Executive”) entered into an employment agreement (the “Employment Agreement”) with F.N.B. Corporation and First National Bank of Pennsylvania (collectively, the “Employers”), dated as of December 31, 2005; and
     WHEREAS, the Executive and the Employers now desire to amend the Employment Agreement;
     NOW, THEREFORE, pursuant to Section 10 of the Employment Agreement, the Employers and the Executive, intending to be legally bound hereby, mutually agree to substitute the following for Section 3(b) of the Employment Agreement, effective as of January 1, 2006:
     (b) The Employers agree that the Executive shall receive two separate forms of annual bonus in respect of the services to be rendered by the Executive for each year of the Term, payable in cash, as follows:
          (i) An annual, non-discretionary bonus of one hundred thousand dollars ($100,000) provided the Executive is employed on December 31st of each year of the term; and
          (ii) An annual performance-based bonus in such amount as may be determined by the Board in its sole discretion based on the performance of the Employers and the contributions of the Executive to such performance, in accordance in all material respects with applicable policies of the Employers relating to incentive compensation for executive officers.
The Employers intend that the bonus payments will be made at the same time as bonuses are paid to other executive officers of the Employers, within 21/2 months of the close of the Employers’ fiscal years, but in no event later than the end of subsequent calendar year. In the event that payments are not made within 21/2 months of the close of the Employers’ fiscal years, it is the Employers’ intent that this Agreement be construed in a manner consistent with Code Section 409A.
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15 date of December 2006.
         
F.N.B. Corporation    
 
        
By:
  /s/ Brian F. Lilly
 
Brian F. Lilly 		  /s/ Stephen J. Gurgovits
 
Stephen J. Gurgovits
 
  Chief Financial Officer    
 
        
First National Bank of Pennsylvania    
 
        
By:
  /s/ Gary J. Roberts    
 
       
 
  Gary J. Roberts    
 
  President & CEO