EXECUTIVE EMPLOYMENT CONTRACT

Exhibit 10.1

MADE this 3 day of January 2012, by and between CNB FINANCIAL CORPORATION, a Pennsylvania business corporation and CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with principal office at Xxx Xxxxx Xxxxxx Xxxxxx, X.X. Xxx 00, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000, (hereinafter collectively referred to as “CNB”);

XXXXXX X. XXXXX, XX., an adult individual, residing at 000 Xxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000, (hereinafter “XX. XXXXX”).

WHEREAS, XX. XXXXX became the President and CEO of both CNB Bank and CNB Financial Corporation, effective January 1, 2010; and,

WHEREAS, XX. XXXXX previously served as CNB Financial Corporation’s Secretary and Treasurer, and as the Executive Vice-President & Cashier and Chief Operating Officer of CNB Bank; and,

WHEREAS, the Parties entered previous Executive Employment Contracts on the basis of XX. XXXXX’X preceding capacities with CNB; and,

WHEREAS, the Parties wish to terminate their earlier agreements and replace them with this Agreement, and to memorialize their contractual relationship.

NOW WITNESSETH:

The Parties for themselves, their heirs, successors and assigns, in consideration of their mutual promises contained herein, intending to be legally bound, hereby agree to the following terms and conditions.

1. PRIOR AGREEMENTS: The Parties terminate all prior written and verbal employment agreements between them effective as of the date hereof.

2. EMPLOYMENT: CNB will employ XX. XXXXX as the President of CNB Financial Corporation and the President and CEO of CNB Bank, XX. XXXXX agrees to serve in those capacities. XX. XXXXX promises that during the term of this Agreement he shall dedicate his full time, attention and energies to his employment with CNB. XX. XXXXX further promises that he will report to CNB’s Board of Directors’, carry out its decisions and otherwise abide by and enforce the policies of CNB.

XX. XXXXX shall also perform such other reasonable duties as may hereafter be assigned to him by CNB consistent with his abilities and position, including but not limited to services to CNB’s parent CNB Financial Corporation and its other subsidiaries.

XX. XXXXX will not engage in any other employment during the term of this Agreement, nor shall he engage in self-employed activities.

XX. XXXXX also recognizes that CNB’s success and recognition depend on his involvement with charitable and social organizations. In this regard, XX. XXXXX agrees to engage in such social and charitable activities or organizations as are consistent with his personal responsibilities and with his position with CNB.

XX. XXXXX shall also comply with all other CNB procedures and polices now or hereafter in effect.

XX. XXXXX further agrees that he and the members of his family shall comport themselves at all times in a manner that reflects upon CNB in a positive fashion.

3. TERM: The term of this Agreement shall be for four (4) years, commencing on January 1, 2012, and ending on December 31, 2015, unless terminated sooner pursuant to the other provisions of this Agreement.

However, the provisions of paragraphs 6 and 7 shall continue in force and in accordance with the provisions therein and shall survive the expiration or terminatation of the term of employment.

4. COMPENSATION: XX. XXXXX’x salary shall be established by the Board of Directors. XX. XXXXX may also receive such annual increases, stock, stock rights and bonuses as may from time to time be awarded by the Board of Directors.

CNB will also provide XX. XXXXX with a family membership at the Clearfield-Curwensville Country Club. In addition XX. XXXXX will also be provided an automobile, automobile insurance, fuel and maintenance for said vehicle.

5. OTHER BENEFITS: XX. XXXXX shall participate in CNB’s retirement plan, health insurance plan, life insurance plan and receive such other benefits as CNB from time to time may provide to its employees.

XX. XXXXX shall also be entitled to 24 days paid vacation plus such sick leave as he may reasonable and actually require, both of which are, consistent with the past practice of senior executives at CNB and upon condition that, in the opinion of the Board of Directors the amount and timing of his vacation does not unreasonably interfere with or detract from the fulfillment of his duties under this agreement.

XX. XXXXX shall be entitled to breavement and such other employee benefits as now or hereafter granted by CNB’s personnel policies.

6. CONFIDENTIAL INFORMATION: XX. XXXXX acknowledges and agrees that as an inducement to CNB to employ him and enter this written contract with him, that he shall not disclose, directly or indirectly, intentionally or unintentionally, during the term of this contract or at any time after its termination, any of CNB’s proprietary information, account information, customer lists, customer information, policies, pricing, strategy, codes, strategic plan, plans for expansion or business development or other information of a confidential nature (hereinafter referred to as “Confidential Information”), whatsoever regarding CNB without first obtaining the prior, written consent from CNB’s Chairperson of the Board that such disclosure is authorized. Communications with CNB’s employees, customers and business relations are excepted from the foregoing prohibition during the term of this Agreement to the extent that such communications are consistent with XX. XXXXX’x duties.

Confidential Information shall include all information recorded, memorialized or communicated in any form whether written, printed, verbal, video, photographic, electronic, magnetic, digital or otherwise. This shall also include such confidential information as XX. XXXXX may have memorized or remembered notwithstanding Pennsylvania or other law to the contrary.

Upon termination of this contract for any reason, XX. XXXXX promises that he shall promptly return to CNB or its designated representative any Confidential Information, automobile, insurance cards, owner’s cards, keys, credit cards, or other CNB property, in his possession.

XX. XXXXX further promises that he will not take, keep, or record copies, duplications or reproductions of the Confidential Information or other property subject to this Agreement after termination of this Agreement.

7. COVENANT NOT TO COMPETE: As additional consideration to CNB for entering this Agreement, and for granting the severance benefits described in paragraph 8 below which are a new benefit, XX. XXXXX covenants that he shall not compete against CNB, its parent, affiliates or subsidiaries, either directly or indirectly, by taking employment, gratuitously assisting or serving as an independent contractor, consultant, partner, director or officer with a competitor of CNB, or starting his own business which would compete directly or indirectly with CNB, or have a material interest in any business, corporation, partnership, LLC, savings and loan, bank, financial institution, brokerage, or other venture which competes directly or indirectly with CNB while he is employed by CNB and until the earlier of the following: (i) the expiration of a period of three (3) years following the date on which XX. XXXXX is last employed by CNB or (ii) the date of a change in control of CNB, as defined in Section 8. For the purpose of defining and enforcing this covenant, CNB’s competitors will be identified at the time it seeks enforcement of this covenant. This determination shall be based on CNB’s market area and CNB’s plans for expansion or acquisition into other market areas at the time enforcement of this covenant is sought.

The Parties also agree that indirect competition shall include the instances stated above but involving XX. XXXXX’x spouse or children.

The Parties further agree that XX. XXXXX’x covenant not to compete shall apply in the event of his regular retirement or voluntary termination of his employment hereunder. XX. XXXXX agrees in this regard that the security provided by this Agreement is adequate consideration for his covenant not to compete.

XX. XXXXX agres that the relevant public policy and legal aspects of covenants not to compete have been discussed with him and that every effort has been made to limit the restrictions placed upon XX. XXXXX to those that are reasonable and necessary to protect CNB’s legitimate interests. XX. XXXXX acknowledges that, based upon his education, experience, and training, the non-compete and non-solicitation provisions of this Section 7 will not prevent Xx. XXXXX from earning a livelihood and supporting XX. XXXXX and his family during the relevant time period.

The existence of a claim, charge, or cause of action by XX. XXXXX against CNB or any of its affiliates shall not constitute a defense to the enforcement by CNB of the foregoing restrictive covenants, but such claim, charge, or cause of action shall be litigated separately.

If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of actitives or in too broad a geographic area, the court is hereby expressly authorized to modify this Agreement or to interpret this Agreement to extend only over the maximum period of time, range of actitives, or geographic areas as to which it may be enforceable.

8. SEVERANCE PAY: If XX. XXXXX’x employment is terminated without cause, whether or not a change in control of CNB has occurred, XX. XXXXX shall be entitled to severance benefits equal to 2.99 times his base salary for the year in which his employment ends plus 2.99 times the average of XX. XXXXX’x incentive pay bonuses for the three (3) years preceding the year in which his employment is terminated hereunder. This severance pay shall be tendered to XX. XXXXX in cash in lump sum following the end of his employment with CNB. Xx. XXXXX shall also be entitled to this severance pay if he voluntarily terminates his employment with CNB after a change in control for any of the following reasons after providing CNB notice within ninety (90) days of the occurrence of the event and a thirty (30) day opportunity to cure:

Reduction in title or responsibilities;

Assignment of duties or responsibilities inconsistent with XX. XXXXX’X status as President and CEO;

A reduction in salary or other benefits; and, or,

Reassignment to a location greater than 25 miles from the location of XX. XXXXX’x office on the date of change and control.

For the purposes of this Agreement, a “change in control” shall include but not be limited to the following:

Sale of all or substantially all of CNB’s or CNB Financial Corporation’s stock;

Sale of all or substantially all of CNB’s or CNB Financial Corporation’s assets;

Acquisition by a third party or group acting in concert of stock sufficient to elect a majority of directors to the Board of CNB or CNB Financial Corporation; or,

Ownership of more than 50% of CNB Financial Corporation stock by a single person or entity or more than one person or entity acting as a group.

Notwithstanding anything in this Agreement to the contrary, it will be a condition to XX. XXXXX’x right to receive any severance benefits under this Section 8 that he execute and deliver to CNB no later than fifty-three (53) days following the date of termination and not revoke a release of claims in favor of CNB in the form as may be reasonably prescribed by CNB. Severance payments and benefits will commence following the expiration of the sixty (60) day period following termination of employment, provided that XX. XXXXX has executed and delivered and not revoked the release no later than fifty-three (53) days following the date of termination and such release is effective upon the sixtieth (60^th) day following termination of employment.

A form of the release which XX. XXXXX will be required to sign in order to receive the foregoing benefits is attached hereto incorporated in this Agreement as Exhibit A, and XX. XXXXX hereby expressly approves it.

9. TERMINATION: This Agreement may be terminated on the occurrence of any of the following events and if terminated under this paragraph, XX. XXXXX shall not be entitled to severance benefits under Paragraph 8:

The execution of a written agreement between CNB and XX. XXXXX to terminate this Agreement;

XX. XXXXX’x death;

XX. XXXXX’x breach of any term or condition of this Agreement;

XX. XXXXX’x failure or refusal to comply with such reasonable policies, directions, standards and regulations that CNB may establish from time to time;

XX. XXXXX’x inability to fully and competently perform his duties hereunder for a period of 180 continuous days due to physical, mental or psychological illness, injury or condition; or,

XX. XXXXX ceases to qualify for his offices and responsibilities under this Agreement pursuant to any statute or regulation, now or hereafter issued by the United States of America, the Federal Reserve, the Office of the Comptroller of Currency, the Pennsylvania Department of Banking or other regulatory agency or body duly invested with authority over CNB, its parent or affiliate(s).

10. NOTICES: All notices or communications required by or bearing upon this Agreement or between the Parties shall be in writing and sent by First Class Mail to the Parties as follows unless otherwise specified above:


CNB Financial Corporation		Xxxxxx X. Xxxxx, Xx.
CNB Bank		000 Xxxx Xxxx Xxxxx
Attention: Chairperson of the Board		Xxxxxxxxxx, XX 00000
Xxx Xxxxx Xxxxxx Xxxxxx, X.X. Xxx 00
Xxxxxxxxxx, XX 00000

11. NON-ASSIGNMENT: The Parties acknowledge the unique nature of services to be provided by XX. XXXXX under this Agreement, the high degree of responsibility borne by him and the personal nature of his relationship to CNB’S Board of Directors and customers. Therefore, the Parties agree that XX. XXXXX may not assign this Agreement.

12. ARBITRATION: The Parties agree that all disputes or questions arising under this Agreement or because of their employment relationship shall be submitted to arbitration by three (3) arbitrators. Each Party shall select one (1) arbitrator, and then those two (2) arbitrators shall select a third (3) arbitrator. The arbitrators’ decision need not be unanimous. Arbitration shall be conducted at a private location in Clearfield County convenient to the parties. The arbitrators must reach and give notice of their decision within five (5) days after completion of an arbitration. The Pennsylvania Uniform Arbitration Act, 42 Pa.C.S.A. §57301 et sec. shall govern arbitrations hereunder. CNB shall compensate the arbitrators and stenographer if used. CNB shall also pay for the arbitration room. Each party shall pay their attorney fees and other costs.

13. LIMITATION ON PAYMENTS: In the event that the severance and other benefits provided for in this Agreement or otherwise payable to XX. XXXXX (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 13, would be subject to the excise tax imposed by Section 4999 of the Code, than XX. XXXXX’x severance benefits shall be either:

delivered in full (the “Full Amount”), or

delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the Code (the “Reduced Amount”).

XX. XXXXX shall only be entitled to delivery of the Full Amount if, on an after-tax basis after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, payment of the Full Amount would result in XX. XXXXX receiving an amount equal to or greater than 110% of the Reduced Amount. If XX. XXXXX is entitled to receive the Reduced Amount, the payments and/or benefits to be provided under this Agreement shall be reduced, but not below zero, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments. Unless CNB and XX. XXXXX otherwise agree in writing, any determination required under this Section 13 shall be made in writing by CNB’s independent public accountants, whose determination shall be conclusive and binding upon CNB and XX. XXXXX for all purposes. For purposes of making the calculations required by this Section 13, the accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. CNB and XX. XXXXX shall furnish such information and documents as the accountants may reasonably request in order to make a determination under this Section. CNB shall bear all costs the accountants may reasonably incur in connection with any calculations contemplated by this Section 13.

14. COMPLIANCE WITH SECTION 409A OF THE CODE: XX. XXXXX and CNB acknowledge that each of the payments and benefits promised to XX. XXXXX under this Agreement must either comply with the requirements of Section 409A of the Code (“Section 409A”), and the regulations thereunder or qualify for an exception from compliance. To that end, XX. XXXXX and CNB agree that the payment described in section 8 is intended to be excepted from compliance with Section 409A as a short-term deferral pursuant to Treasury Regulation Section 1.409A-1(b)(4).

In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred to and paid on the later of the date sixty (60) days after XX. XXXXX’x earliest separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if XX. XXXXX is a specified employee (within the meaning of Treasury Regulation Section 1.409A-l(i)) on the date of his separation from service, the first day of the seventh month following XX. XXXXX’x separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Section 409A.

15. INJUNCTIVE RELIEF: XX. XXXXX acknowledges and accepts that his compliance with his Agreements in Sections 6, 7 and/or 8 is an integral part of the consideration to be received by CNB and is necessary to protect the equity value, business and goodwill and other proprietary interests of CNB. XX. XXXXX acknowledges that a breach of his Agreements in Sections 6, 7 and/or 8 will result in irreparable and continuing damage to CNB and the business of CNB for which the remedies at law will be inadequate, and agrees that, in the event of any breach of the aforesaid Agreements, CNB and its successors and assigns shall be entitled to seek injunctive relief and to any such other and further relief as may be proper.

16. ENFORCEABILITY: If any provision of this Agreement shall be found by a court with proper jurisdiction to be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified, narrowed, or restricted only to the limited extent and in the manner necessary to render the same valid and enforceable, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified, narrowed, or restricted.

17. GENERAL PROVISIONS:

This Agreement shall be governed by the laws of Pennsylvania;

In construing or interpreting this Agreement, “CNB” and “XX. XXXXX” shall mean, wherever applicable, the singular or plural, the masculine or the feminine, individual, individuals, partnership or corporation, as the case may be;

This Agreement represents the sole agreement of the parties on these subjects and supersedes all prior communications, representations and negotiations, whether oral or written;

This Agreement can only be modified or amended by the prior written consent of both parties hereto;

Jurisdiction and venue shall rest in the Court of Common Pleas of Clearfield, Pennsylvania, for all suits, claims and causes of action whatsoever;

Failure by either Party to pursue remedies or assert rights under this Agreement shall not be construed as waiver of that party’s rights or remedies, nor shall a party’s failure to demand strict compliance with the terms and conditions of this Agreement prohibit or estop that party from insisting upon strict compliance in the future; and

The Parties deem that the terms of this Agreement are unique, and in addition to their other rights and remedies at law, and at equity, either Party shall have the right to specifically enforce the terms of this Agreement.

This Agreement shall bind the Parties’ heirs, successors, representatives, related corporations and assigns.

Notwithstanding anything herein contained to the contrary, and payment to XX. XXXXX by CNB, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and any regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date written above for the purposes herein contained.


CNB FINANCIAL CORPORATION		XX. XXXXX

By:	/s/ Xxxxxx X. Xxxxxx,	By:	/s/ Xxxxxx X. Xxxxx, Xx.
	Xxxxxx X. Xxxxxx, Chairman		Xxxxxx X. Xxxxx, Xx.

By:	/s/ Xxxxxxx X. Xxxxxxxx, Xx.,
	Xxxxxxx X. Xxxxxxxx, Xx., Secretary

CNB BANK

By:	/s/ Xxxxxx X. Xxxxxx,
	Xxxxxx X. Xxxxxx, Chairman

By:	/s/ Xxxxxxx X. Xxxxxxxx, Xx.,
	Xxxxxxx X. Xxxxxxxx, Xx., Secretary

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EXECUTIVE EMPLOYMENT CONTRACT

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