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Annex B (F.N.B. Corporation 2022 Incentive Compensation Plan) |
ANNEX B (F.N.B. CORPORATION 2022 INCENTIVE
COMPENSATION PLAN
F.N.B. CORPORATION
2022 INCENTIVE COMPENSATION PLAN
F.N.B. Corporation (the Corporation) has established this F.N.B. Corporation 2022 Incentive Compensation Plan to encourage Eligible
Individuals to increase their efforts to make the Corporation and each of its Affiliates more successful, to provide an additional inducement for such Eligible Individuals to continue to provide services to the Corporation or an Affiliate as an
employee, consultant, non-employee director, or independent contractor, to reward such Eligible Individuals by providing an opportunity to acquire incentive awards and to provide a means through which the
Corporation may attract able persons to enter the employment of or engagement with the Corporation or one of its Affiliates. Incentive awards may, in the discretion of the Board or Committee, and subject to such restrictions as the Board or
Committee may determine or as provided herein, consist of Performance Units, Stock Appreciation Rights (SARs), Incentive Stock Options (ISOs), Non-Qualified Stock Options
(NQSOs), Restricted Stock, Restricted Stock Units (RSUs), or any combination of or award similar to the foregoing.
ARTICLE 1
DEFINITIONS
Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the word is
capitalized:
Affiliate means any corporation, that is a parent or subsidiary corporation (as Code Sections 424(e) and
(f) define those terms) with respect to the Corporation.
Award means ISOs, NQSOs, Restricted Stock Awards, SARs,
Performance Units, RSUs, or other cash or equity-based Award granted hereunder.
Award Agreement means a written notice, term
sheet and/or an agreement entered into between the Corporation and the applicable Participant (including electronic), setting forth the terms and provisions applicable to the Award then being granted under this Plan, as further described in
Section 2.5 of the Plan.
Award Date means, with respect to any Award, the date of the grant or award specified by the
Committee in a resolution or other writing, duly adopted, and as set forth in the Award Agreement; provided that such Award Date shall not be earlier than the date of the Committee action.
Board means the Board of Directors of the Corporation.
Cause shall have the meaning set forth in any employment, consulting, or other written agreement between the Participant and the
Corporation or Affiliate. If there is no employment, consulting, or other written agreement between the Corporation or an Affiliate and the Participant or if such agreement does not define Cause, then Cause shall have the
meaning specified in the Award Agreement and as otherwise described herein; provided, that if the Award Agreement does not so specify, Cause shall mean, as determined by the Committee in its sole discretion, the Participants
(i) willful and continued failure substantially to perform his or her material duties with the Corporation or an Affiliate, or the commission or omission of any activities constituting a violation or breach under any Federal, state or local law
or regulation applicable to the activities of the Corporation or an Affiliate, in each case or in the sole discretion of the Board or Committee, after notice thereof from the Board or Committee to the Participant and (where possible) a reasonable
opportunity for the Participant to cease and correct (if possible) such failure, breach or violation in all respects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other actions that cause damage to the property,
business, or reputation of the Corporation or an Affiliate, (iii) repeated absences from work such that the Participant is unable to perform his or her employment, Service, or other duties in all material respects, other than due to becoming a
Disabled Participant, (iv) admission or conviction of, or plea of nolo contendere to, any felony, or to any other crime referenced in Section 19 of the Federal Deposit Insurance Act that, in the reasonable judgment of the Board or
Committee, adversely affects the Corporations or an Affiliates reputation or the Participants ability to carry out the obligations of his or her employment or Service, (v) loss of any license or registration that is necessary
for the Participant to perform his or
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2022 Proxy Statement B - 1 |