8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2010

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA

(State or Other Jurisdiction of Incorporation)

001-31940	25-1255406
(Commission File Number)	(IRS Employer Identification No.)

One F.N.B. Boulevard, Hermitage, PA	16148
(Address of Principal Executive Offices)	(Zip Code)

(724) 981-6000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Amendment to Restricted Stock Agreements

On January 20, 2010, the F.N.B. Corporation (“Corporation” or “F.N.B.”) Compensation Committee (the “Committee”) approved the award of service-based restricted stock to the Chief Executive Officer (“CEO”) and executive officers named in the compensation discussion included in the Corporation’s proxy statement for its Annual Meeting of shareholders held in 2009 (“NEOs”). These service-based restricted stock awards were made pursuant to the stockholder approved 2007 Incentive Compensation Plan (“Plan”), a copy of which is on file with the SEC as Annex A to the Corporation’s 2007 Proxy Statement. The NEOs service-based restricted stock awards are subject to the standard terms contained in the service-based restricted stock award agreements filed on January 19, 2007 under a Form 8-K by the Corporation and will vest on January 16, 2013. In addition, in lieu of a cash award under the Corporation’s Annual Incentive Compensation Program the NEO’s received time-based awards which vest on January 16, 2013. The terms of the NEO’s time-based restricted stock awards are subject to the standard terms in the service-based restricted stock award agreements filed by the Corporation on January 19, 2007 under a Form 8-K, except that the time-based restricted stock awards agreement provides for accelerated vesting in the event of the NEO’s early or normal retirement. Chief Executive Officer Gurgovits’ service and time-based restricted stock award agreements each vest on January 16, 2013, and these agreements are subject to the same standard terms and conditions as are contained in the CEO Gurgovits’ 2007 Amended and Restated Restricted Stock Agreement filed on January 16, 2008 by F.N.B. under Form 8-K.

The awards were as follows:

			Number of Restricted
	Number of Restricted		Stock Awarded
	Stock Awarded		Time-Based
CEO/NEO	Service-Based		(Incentive)
Stephen J. Gurgovits		27,404		12,055
Vincent J. Calabrese		5,841		3,085
Brian F. Lilly		10,333		6,171
Vincent J. Delie, Jr.		10,333		5,851
Louise Lowrey		5,841		2,741

In addition, on January 20, 2010, the Compensation Committee approved the amendment of the NEO’s restricted stock award agreements dated July 18, 2007 (“Amended Agreement”) in which the peer group performance period is not identical to the Company’s performance period. Prior to 2008, F.N.B. measured its financial performance for purposes of its long term incentive program on a calendar year basis and compared its performance against its peer group during the twelve month period ending on September 30^th of the same calendar year in which F.N.B.’s performance period ended. Ending the peer group’s financial performance period on September 30^th enabled F.N.B. to assemble and analyze the necessary financial data of the financial performance of the peer group’s financial performance in order to make determinations regarding F.N.B.’s financial performance as compared to the financial performances of the peer group prior to the January vesting date set forth in the Agreement. Due to economic circumstances that occurred in the fourth quarter of 2008, the Committee determined it appropriate to amend the July 18, 2007 Restricted Stock Award Agreements for the purpose of aligning the peer groups’ financial performance period with the performance period of the Company. As a result of the amendment, the performance period for each of F.N.B. and the peer group will begin on January 1, 2007 and end on December 31, 2010. Lastly,

the amendment changes the date on which such awards will vest or lapse to March 1, 2011.

A copy of the form of the Amended Agreement is attached as Exhibit 10.1 to this Current Report. The description in this Current Report of the Amended Agreement is qualified in its entirety by reference to such Exhibit 10.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

10.1 Form of Amendment to July 18, 2007 Restricted Stock Award Agreement for named Executive Officers (pursuant to 2007 Incentive Compensation Plan).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

F.N.B. CORPORATION (Registrant)
By:	/s/Vincent J. Calabrese
	Name:	Vincent J. Calabrese
	Title:	Chief Financial Officer (Principal Financial Officer)

Dated: January 26, 2010

EX-10.1

Exhibit 10.1

AMENDMENT TO THE F.N.B. CORPORATION
RESTRICTED STOCK AGREEMENT
DATED JULY 18, 2007
(2001 Incentive Plan)

This Amendment to the Restricted Stock Agreement ( “Amended Agreement”) is made and entered into as of January 20, 2010 between F.N.B. Corporation, a Florida corporation (the “Company”), and ____________(the “Employee”).

WITNESSETH:

WHEREAS, on July 18, 2007 the Company and Employee entered into a Restricted Stock Agreement (the “Agreement”) in connection with the grant of _________ shares of the Company’s Common Stock, par value $.01 per share (the “Shares”) to Employee.

WHEREAS, the terms of the Agreement provided that all of the shares will fully vest on January 16, 2011 (“Vesting Date”) if the Company’s return on average tangible equity performance during the calendar year beginning on January 1, 2007 and ending on December 31, 2010 (the “Performance Period”) is within the Top Quartile of the financial performance of certain peer financial institutions.

WHEREAS, the Agreement provides that the Company’s return on average equity for the Performance Period be within the Top Quartile as measured in comparison to the financial performance of the Company’s peer group return on average tangible equity performance for the twelve month period beginning on October 1, 2006 and ending on September 30, 2010.

WHEREAS, in view of significant economic circumstances which have adversely impacted the banking and financial sectors of the United States economy the Company’s Compensation Committee desires to modify the Agreement in order to align the Company’s and the peer group Performance Periods and change the date on which the Shares awarded under the Agreements either vest or lapse.

WHEREAS, the Company’s Compensation Committee desires to amend the Agreement to change the vesting or lapse date to March 1, 2011 and to align the Performance Period for the Company and the peer financial institutions so that both Performance Periods begin on January 1, 2007 and end on December 31, 2010.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, each of the parties covenants and agrees as follows:

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Section 1(a) Amendment

The Agreement between the Company and the Employee is hereby amended as

set forth below:

Effective February 1, 2010 Section 2(a)(i) and (ii) of the Agreement is amended in their entirety to read as follows:

2. Terms and Conditions. The award of Shares to the Employee is subject to the following terms and conditions.

(a) Vesting and Forfeiture

The Employee’s right to the Shares will vest subject to the following terms and conditions:

(i)

Performance Restricted Stock Award Vesting. The Employee’s right to the Shares will vest (together with all dividends and/or shares purchased on account of such Shares under the Company Dividend Reinvestment and Voluntary Stock Purchase Plan (“DRP”)) and the Shares will become freely transferable on March 1, 2011 (the “Vesting Date”), if during the four (4) year period beginning on January 1, 2007, and ending on December 31, 2010, (the “Performance Period”), the Company’s average return on average tangible equity (“Average ROATE”) is within the Top Quartile of peer financial institutions as described in Section 2(a)(ii) herein, and the Employee has remained continuously employed by the Company, the Bank or any of its non-Bank Affiliates, from the Award Date through the Vesting Date (the “Vesting Period”), or on an earlier date in the event of a “Change in Control” or “Termination of Employment” in accordance with Section 2(a)(iii) and Section 2(b) herein, respectively.

(ii)

Performance Goal. For purposes of this Agreement the calculation of the Company’s Average ROATE for the Performance Period shall be computed by taking the Company’s average net income during the Performance Period, adjusted for the average after-tax effect of the amortization of the Company’s acquisition related intangible assets during the Performance Period, divided by the Company’s average shareholders’ equity during the Performance Period minus the Company’s acquisition related average intangible assets during the Performance Period. Also, for purposes of this Agreement the term “Top Quartile” shall mean that the Company’s Average ROATE during the Performance Period meets or exceeds the 75th percentile of the Average ROATE of surviving financial institutions for the forty-eight (48) month period beginning on

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January 1, 2007 and ending on December 31, 2010, from the list of surviving peer financial institutions and bank holding companies identified in Schedule 1 attached hereto, as approved by the Committee at a meeting held on January 24, 2007 (“Average ROATE Performance Goal”).

Section 2. Miscellaneous

(a)	Except as modified by this Amended Agreement, all terms, conditions, covenants, rights and remedies contained in the Agreement and any documents executed in connection therewith shall remain in full force and effect and continue to remain valid and enforceable.
(b)	This Amended Agreement represents the entire contract between the parties and no waiver, change, or modification of any part hereof shall be binding on either party unless in writing and signed by both parties.

IN WITNESS WHEREOF, the Company has caused this Amendment to the July 18, 2007 F.N.B. Corporation Restricted Stock Agreement between Employee and Company, to be executed in its name and on its behalf, effective as of the date provided herein.

EMPLOYEE	F.N.B. CORPORATION
Consented to and acknowledged by	BY:
Date:

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