OTHER INFORMATION
+Added: Following extensive consultation with our independent compensation and legal advisors and recognizing that a retention-based structure for our Chief Executive Officer was appropriate, the Compensation Committee of our Board of Directors authorized us to enter into an Executive Retention Life Insurance Agreement (the “Agreement”) on November 3, 2022 to be effective on the date of the issuance of the underlying insurance policy, with Vincent J.
+Added: Delie, Jr., Chairman, President and Chief Executive Officer of FNB.
+Added: Under the agreement, we will pay the insurance premium on behalf of Mr.
+Added: Delie during his employment on a life insurance policy to be issued and owned by Mr.
+Added: The annual premium amount is $182,450 and is payable through the end of the policy year in which Mr.
+Added: Delie attains age 68.
+Added: The death benefit payable to Mr.
+Added: Delie’s beneficiaries under the policy is $2.4 million.
+Added: The Agreement and our obligation to remit premiums terminates upon Mr.
+Added: Delie’s death, the date he voluntarily terminates employment prior to attaining age 68, the date Mr.
+Added: Delie’s employment is terminated for Cause, as defined in the Agreement, or the date Mr.
+Added: Delie violates any restrictive covenants contained in his Employment Agreement dated December 15, 2010 (or any successor agreement), provided that we are obligated to pay policy premiums in 2023 if Mr.
+Added: Delie is employed by us at any time in that year and if Mr.
+Added: Delie remains continuously employed by FNB through December 31, 2027 we are obligated to pay annual policy premiums through the end of the policy year in which Mr.
+Added: Delie attains age 68 regardless of whether he voluntarily terminates his employment, unless he violates any applicable restrictive covenants.
+Added: If we terminate Mr.
+Added: Delie’s employment without Cause, as defined in the Agreement, or he terminates his employment for Good Reason upon or following a Change in Control, as each are defined in his Employment Agreement, in either case prior to his attainment of age 68, we are obligated to remit an additional premium amount needed for the life insurance policy to become fully paid-up, such that all the premium payments are complete, Mr.
+Added: Delie is free of all payment obligations, and the life insurance policy will remain intact and fully paid until Mr.
+Added: Delie’s death.
+Added: The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Executive Retention Life Insurance Agreement which is attached hereto as Exhibit 10.1.
Exhibit Index
Exhibit Number Description
−Removed: 10.1 Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1.
−Removed: of FNB's Current Report on Form 8-K filed on April 19, 2022).
−Removed: 10.2 Form of director restricted stock unit agreement (filed herewith).
+Added: 10.1 Executive Retention Life Insurance Agreement, dated as of November 3, 2022, between Vincent J.
+Added: Corporation (filed herewith).
Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302.
14 unchanged sentences
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, thereunto duly authorized.
−Removed: August 5, 2022 /s/ Vincent J.
+Added: November 4, 2022 /s/ Vincent J.
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 5, 2022 /s/ Vincent J.
+Added: November 4, 2022 /s/ Vincent J.
Calabrese, Jr.
2 unchanged sentences
(Principal Financial Officer)
−Removed: August 5, 2022 /s/ James L.
+Added: November 4, 2022 /s/ James L.
Corporate Controller
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.