CB Financial Services, Inc. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 24th, 2019 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Employment Agreement (the “Agreement”) is entered into as of May 22, 2019 (the “Effective Date”), by and between Community Bank (the “Bank”) and Jamie L. Prah (“Executive”) and shall take effect as of the Effective Date. Any reference to the “Company” means CB Financial Services, Inc., the stock holding company of the Bank.

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SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • December 10th, 2021 • CB Financial Services, Inc. • State commercial banks • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 9, 2021, and is made by and among CB Financial Services, Inc., a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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Stock Option
Equity Incentive Plan • June 24th, 2021 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of

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INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • June 30th, 2015 • CB Financial Services, Inc. • State commercial banks

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of

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Non-Qualified Stock Option Award Agreement Stock Option Granted by CB FINANCIAL SERVICES, INC. under the CB FINANCIAL SERVICES, INC.
Non-Qualified Stock Option Award Agreement • June 30th, 2015 • CB Financial Services, Inc. • State commercial banks

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of

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JOINT BENEFICIARY DESIGNATION AGREEMENT
Agreement • June 13th, 2014 • CB Financial Services, Inc. • Pennsylvania

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 13th, 2014 • CB Financial Services, Inc. • Pennsylvania

THIS AGREEMENT is made on the 18 day of April, 2012 between Community Bank, a Pennsylvania chartered banking institution (the “Bank”), and Kevin D. Lemley, an adult individual (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2020 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Employment Agreement (the “Agreement”) is made and entered into, effective as of January 8, 2020 (the “Effective Date”), by and among CB Financial Services, Inc. (the “Company”), Community Bank (the “Bank”) and Barron P. McCune, Jr. (“Executive”).

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JOINT BENEFICIARY DESIGNATION AGREEMENT
Joint Beneficiary Designation • June 13th, 2014 • CB Financial Services, Inc. • Pennsylvania

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • January 9th, 2020 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Separation and Release Agreement (“Agreement”) is made and entered into as of January 8, 2020 by and between CB Financial Services, Inc. (the “Company”), Community Bank (the “Bank,” and together with the Company, “CB”), and Patrick G. O’Brien (“Executive”).

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Restricted Stock Award Granted by CB FINANCIAL SERVICES, INC. under the CB FINANCIAL SERVICES, INC.
Restricted Stock Award • June 30th, 2015 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 1st, 2023 • CB Financial Services, Inc. • State commercial banks • New Jersey

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 1, 2023 and effective to the extent provided herein as of December 1, 2023 (the “Effective Date”), is entered into by and among World Insurance Associates, LLC, a New Jersey limited liability company (the “Buyer”), Exchange Underwriters, Inc., a Pennsylvania corporation (the “Agency”), Community Bank, the sole shareholder of the Agency (the “Shareholder”) and John H. Montgomery, in his capacity as the Selling Parties’ Earn-out Payment Representative. The Agency and the Shareholder are each occasionally referred to herein as a “Selling Party” and together as the “Selling Parties”.

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RETENTION AND CONSULTING AGREEMENT
Retention and Consulting Agreement • January 11th, 2018 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

THIS RETENTION AND CONSULTING AGREEMENT, dated as of November 16, 2017 (this “Agreement”), is made and entered into by and between Community Bank (the “Bank”), a Pennsylvania commercial bank and a wholly-owned subsidiary of CB Financial Services, Inc., a Pennsylvania corporation (“CB”), and William G. Petroplus (“Executive”).

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EXECUTIVE CONSULTANT AGREEMENT
Executive Consultant Agreement • February 21st, 2023 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Executive Consultant Agreement (the “Agreement”) is entered into as of February 16, 2023 (the “Effective Date”) by and between Community Bank (the “Bank”) and Ralph Burchianti (“Executive”). Any reference to the “Company” means CB Financial Services, Inc., the bank holding company of the Bank.

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COMMUNITY BANK SPLIT DOLLAR INSURANCE AGREEMENT Economic Benefit Regime – Endorsement method
Split Dollar Insurance Agreement • November 6th, 2020 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Split Dollar Life Agreement (the “Agreement”) is entered into as of this 2nd day of November, 2020, by and between Community Bank, a Pennsylvania-chartered bank (the “Bank”) and John H. Montgomery (“Executive”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Incentive Stock Option Agreement • June 13th, 2014 • CB Financial Services, Inc. • Pennsylvania

THIS AGREEMENT is made on the 26th day of April, 1999, between COMMUNITY BANK, NATIONAL ASSOCIATION, a federally-chartered banking institution (the “Bank”), BARRON P. McCUNE, Jr., an adult individual (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2020 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Employment Agreement (the “Agreement”) is entered into as of August 13, 2020, by and between Community Bank (the “Bank”) and John H. Montgomery (“Executive”) and shall take effect as of the Effective Time as defined in Section 18 of this Agreement. Any reference to the “Company” means CB Financial Services, Inc., the stock holding company of the Bank.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended And • March 10th, 2023 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of January 1, 2022 (the “Effective Date”), by and between Community Bank (the “Bank”) and Jennifer George (“Executive”) and shall take effect as of the Effective Date. Any reference to the “Company” means CB Financial Services, Inc., the stock holding company of the Bank.

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COMMUNITY BANK SPLIT DOLLAR LIFE INSURANCE AGREEMENT
Split Dollar Life Insurance Agreement • August 30th, 2019 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the “Agreement”) is made and entered into September 1, 2019, by and between Community Bank (the “Bank”), a Pennsylvania banking corporation, and Patrick G. O’Brien (the "Insured").

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EMPLOYMENT AGREEMENT
Employment Agreement • June 13th, 2014 • CB Financial Services, Inc. • Pennsylvania

This Employment Agreement (the “Agreement”) is entered into as of April 14, 2014, by and among Community Bank (the “Bank”), Exchange Underwriters, Inc. (“EU”) and Richard B. Boyer (“Executive”), and shall take effect as of the Effective Date (as defined in Section 18 below). For purposes of this Agreement, “Employer” shall mean both EU and the Bank, unless otherwise stated or provided, and “Company” shall mean CB Financial Services, Inc.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 13th, 2014 • CB Financial Services, Inc.

THIS AGREEMENT is made as of the 1st day of July, 1994, between COMMUNITY BANK, NATIONAL ASSOCIATION, a federally-chartered banking institution (the “Bank”), RALPH J. SOMMERS, JR., an adult individual (the “Executive”).

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SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • December 1st, 2023 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Settlement and Release Agreement (the “Agreement”) is entered into as of December 1, 2023 by and among Richard B. Boyer (the “Executive”), Community Bank (“Bank”), and Exchange Underwriters, Inc (“EU”).

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Restricted Stock Award
Restricted Stock • June 24th, 2021 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will

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Stock Option
Equity Incentive Plan • June 24th, 2021 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of

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Form Of Restricted Stock Unit Award
Equity Incentive Plan • July 3rd, 2024 • CB Financial Services, Inc. • State commercial banks

This restricted stock unit agreement (“Restricted Stock Unit Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Unit Award pursuant to the Plan. The holder of this Restricted Stock Unit Award (the “Participant”) hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitt

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EXECUTIVE CONSULTANT AGREEMENT
Executive Consultant Agreement • August 14th, 2020 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This Executive Consultant Agreement (the “Agreement”) is entered into as of August 13, 2020 by and among CB Financial Services, Inc. (the “Company”), Community Bank (the “Bank”) and Barron P. McCune, Jr. (“Executive”) and shall take effect as of the Effective Time as defined in Section 17 of this Agreement.

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN CB FINANCIAL SERVICES, INC. AND FIRST WEST VIRGINIA BANCORP, INC. DATED AS OF November 16, 2017
Agreement and Plan of Merger • November 16th, 2017 • CB Financial Services, Inc. • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 16, 2017, is entered into by and between CB Financial Services, Inc., a Pennsylvania corporation, and First West Virginia Bancorp, Inc., a West Virginia corporation.

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Form Of Restricted Stock Award
Equity Incentive Plan • July 3rd, 2024 • CB Financial Services, Inc. • State commercial banks

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2024 Equity Incentive Plan (the “Plan”) of CB Financial Services, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where

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