RESTRICTED STOCK AND INCENTIVE BONUS PLAN
ESTABLISHMENT AND PLAN OBJECTIVES
1.1 ESTABLISHMENT OF PLAN; Effective Date. F.N.B. Corporation (the "Corporation") hereby establishes
an incentive plan for key employees, as described herein, which shall be known as the F.N.B. Corporation
Restricted Stock and Incentive Bonus Plan (hereinafter referred to as the "Plan"). The Plan is effective as of
January 1, 1996.
1.2 PLAN OBJECTIVES. The Plan is intended to further the attainment of the Corporation's long-term profit
and growth objectives by (i) offering an incentive to key employees and key executives of the Corporation and its
subsidiaries who influence the long-term profitability of the Corporation, (ii) to provide key employees and
executives with an additional inducement to remain in the service of the Corporation and with an increased
incentive to work for its long-range success, (iii) to encourage stock ownership by such key employees and
executives by providing them with an ownership interest in the Corporation and (iv) to facilitate the recruiting of
executive personnel in the future.
2.1 DEFINITIONS. As used herein, the following terms shall have the following meanings:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Change of Control" shall have the meaning set forth in the F.N.B. Corporation Basic Retirement Plan.
(c) "Committee" shall mean the Compensation Committee of the Board of Directors of the Corporation.
(d) "Corporation" shall mean F.N.B. Corporation, its successors and assigns.
(e) "DRP" shall mean the Corporation's Voluntary Dividend Reinvestment and Stock Purchase Plan, as amended
from time to time.
(f) "Eligible Employee" shall have the meaning set forth in Section 5.1 below.
(g) "Incentive Award Period" shall have the meaning set forth in Section 5.2 below.
(h) "Incentive Bonus Participant" shall mean an Eligible Employee designated by the Committee as eligible to