-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBK3xwtTBQgb4zA3ncs7qjv9618H1ty+NeUEkSJVrXRV04yuFNNNUm4472A5bnDK ceQY0Nvir79D7v5h5/Z4ng== 0000909654-07-000771.txt : 20070327 0000909654-07-000771.hdr.sgml : 20070327 20070327153225 ACCESSION NUMBER: 0000909654-07-000771 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070327 DATE AS OF CHANGE: 20070327 EFFECTIVENESS DATE: 20070327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNB Financial Corp. CENTRAL INDEX KEY: 0001345622 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 203801620 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-141599 FILM NUMBER: 07721255 BUSINESS ADDRESS: STREET 1: 33 WALDO STREET STREET 2: PO BOX 830 CITY: WORCESTER STATE: MA ZIP: 01613-0830 BUSINESS PHONE: 508-752-4800 MAIL ADDRESS: STREET 1: 33 WALDO STREET STREET 2: PO BOX 830 CITY: WORCESTER STATE: MA ZIP: 01613-0830 S-8 1 cnbs8march23.txt 1 As filed with the Securities and Exchange Commission on March 27, 2007 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CNB FINANCIAL CORP. (exact name of registrant as specified in its certificate of incorporation) MASSACHUSETTS 20-3801620 (state or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 33 WALDO STREET WORCESTER, MASSACHUSETTS 01608-0830 (508) 752-4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CNB FINANCIAL CORP. AMENDED AND RESTATED STOCK OPTION PLAN (Full Title of the Plan -------------------------- CHARLES R. VALADE COPIES TO: PRESIDENT LAWRENCE M.F. SPACCASI CNB FINANCIAL CORP. SCOTT A. BROWN 33 WALDO STREET MULDOON MURPHY & AGUGGIA LLP WORCESTER, MASSACHUSETTS 01608-0830 5101 WISCONSIN AVENUE, NW (508) 752-4800 WASHINGTON, DC 20016 (202) 362-0840 (Name, address, including zip code, and telephone number, including area code, of agent for service) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. /X/
================================================================================================================ Proposed Maximum Proposed Maximum Title of Amount to be Offering Price Aggregate Offering Amount of Securities to be Registered Registered (1) Per Share (3) Price Registration Fee ================================================================================================================ Common Stock 398,400 $1.00 par value Shares (2) $11.81 $4,705,104 $145 ================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the CNB Financial Corp. Amended and Restated Stock Option Plan (the "Plan") as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of CNB Financial Corp., pursuant to 17 C.F.R. ss.230.416(a). (2) Represents the total number of shares of common stock currently earned and available for issuance upon the exercise of stock options pursuant to the Plan. (3) Represents the weighted average price determined by the average exercise price of $11.77 per share at which stock options for 252,305 shares have been granted under the Plan to date and by $11.88, the average of the bid and ask price of the common stock as reported on March 23, 2007 for the remaining 146,095 shares for which stock options may be granted under the plan. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND 17 C.F.R. SS.230.462. 2 CNB FINANCIAL CORP. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEMS 1 & 2. The information regarding the CNB Financial Corp. (the "Company" or the "Registrant") Amended and Restated Stock Option Plan (the "Plan") required by Part I of the Registration Statement will be sent or given to the participants in the plan as specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities Act"). Such documents are not filed with the Securities and Exchange Commission (the "SEC") either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement constitute the prospectus for the Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed or to be filed by the Company with the SEC are incorporated by reference in this Registration Statement: (a) The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 (File No. 000-51685), filed with the SEC on May 9, 2006, August 9, 2006 and November 6, 2006, respectively. (b) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, which includes the consolidated balance sheets of CNB Financial Corp. and its subsidiary as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for years then ended together with the related notes (File No. 000-51685), filed with the SEC on March 29, 2006. (c) The description of the Company's common stock contained in the Company's Current Report on Form 8-K 12G3 as filed with the SEC on December 19, 2005 (File No. 000-51685). (d) The Current Reports on Form 8-K filed by the Company on March 8, 2006, May 11, 2006, May 18, 2006, May 22, 2006, August 4, 2006, October 6, 2006, November 13, 2006 and March 6, 2007 (except as to Items 2.02, 7.01 and 9.01). (e) All documents filed by the Company pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act (excluding portions filed under items 2.02 and 7.01 on Form 8-K) after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold. ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT. 2 3 ITEM 4. DESCRIPTION OF SECURITIES The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Directors and officers of CNB Financial Corp. may be entitled to benefit from the indemnification provisions contained in the Massachusetts Business Corporation Act (the "MBCA") and the Registrant's Bylaws and Articles of Incorporation. Section 2.02(b)(4) of Chapter 156D of the MBCA requires a corporation to eliminate or limit the personal liability of a director of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of an improper distribution or obtained an improper personal benefit. Section 8.51(a) of the MBCA provides that a corporation may indemnify a director against expenses. In accordance with the MBCA, Section 2 of the Company's Bylaws provides as follows. SECTION 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. (a) Except as otherwise provided in this Section, and subject to the provisions of Section 18(k) of the Federal Deposit Insurance Act and the regulations issued thereunder, the Company shall indemnify to the fullest extent permitted by law an individual who is a party to a proceeding because he or she is a Director or officer against liability incurred in the proceeding if: (1) (i) he or she conducted himself or herself in good faith; and (ii) he or she reasonably believed that his or her conduct was in the best interests of the Company or that his or her conduct was at least not opposed to the best interests of the Company; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or (2) he or she engaged in conduct for which he or she shall not be liable under a provision of the Articles of Organization authorized by Section 2.02(b)(4) of the Massachusetts Business Corporation Act or any successor provision to such Section. (b) A Director's or officer's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his or her conduct was at least not opposed to the best interests of the Company. (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Director or officer did not meet the relevant standard of conduct described in this Section. (d) Unless ordered by a court, the Company may not indemnify a Director or officer under this Section if his or her conduct did not satisfy the standards set forth in subsection (a) or subsection (b). 3 4 In accordance with the MBCA, Article VI of the Company's Articles of Incorporation provides that except as provided in Section 18(k) of the Federal Deposit Insurance Act and the regulations issued thereunder, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of his or her fiduciary duty as a director except to the extent exemption from liability is not permitted under the Massachusetts Business Corporation Law as the same now exists or may hereafter be amended. No amendment or repeal of this provision shall have any effect on the liability of any director with respect to any acts or omissions of such director occurring prior to such amendment or repeal. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. LIST OF EXHIBITS The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to Exhibit Table in Item 601 of Regulation S-K): 5.0 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the Common Stock to be issued 10.1 CNB Financial Corp. Amended and Restated Stock Option Plan 10.2 Form of Award Agreements 23.0 Consent of Muldoon Murphy & Aguggia LLP (contained in the opinion included as Exhibit 5) 23.1 Consent of KPMG LLP 24.0 Power of Attorney is located on the signature pages ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement unless the information or prospectus required by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act that are incorporated by reference into this registration statement: (i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and 4 5 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CNB Financial Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Worcester, Massachusetts, on this 27th day of March, 2007. CNB FINANCIAL CORP. By: /s/ Charles R. Valade -------------------------------- Charles R. Valade President (principal executive officer) KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Charles R. Valade, his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, respectively, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date - ---- ----- ---- /s/ Charles R. Valade President March 27, 2007 - ------------------------------------ (principal executive officer) Charles R. Valade /s/ William M. Mahoney Treasurer and Chief Financial Officer March 27, 2007 - ------------------------------------ (principal financial and accounting William M. Mahoney officer) Director - ------------------------------------ Robert D. Ansin /s/ Gerald D. Cohen Director March 27, 2007 - ------------------------------------ Gerald D. Cohen 6 7 /s/ Cary J. Corkin Director March 27, 2007 - ------------------------------------ Cary J. Corkin /s/ Lawrence J. Glick Director March 27, 2007 - ------------------------------------ Lawrence J. Glick /s/ Stephen J. Granger Director March 27, 2007 - ------------------------------------ Stephen J. Granger /s/ George L. Kaplan Director March 27, 2007 - ------------------------------------ George L. Kaplan /s/ John P. Lauring Director March 27, 2007 - ------------------------------------ John P. Lauring /s/ Harris L. MacNeill Director March 27, 2007 - ------------------------------------ Harris L. MacNeill /s/ Ralph D. Marios Director March 27, 2007 - ------------------------------------ Ralph D. Marios /s/ Henry T. Michie Director March 27, 2007 - ------------------------------------ Henry T. Michie Director - ------------------------------------ Richard J. Noonan /s/ Claire A. O'Connor Director March 27, 2007 - ------------------------------------ Claire A. O'Connor Director - ------------------------------------ Bryan T. Rich /s/ J. Robert Seder Director March 27, 2007 - ------------------------------------ J. Robert Seder 7
8
EXHIBIT INDEX Sequentially Numbered Page Exhibit No. Description Method of Filing Location - --------------------- --------------------------------- ----------------------------- --------------- 5.0 Opinion of Muldoon Murphy & Filed herewith. -- Aguggia LLP 10.1 CNB Financial Corp. Amended and Filed herewith. -- Restated Stock Option Plan 10.2 Form of Award Agreements Filed herewith -- 23.0 Consent of Muldoon Murphy & Contained in Exhibit 5.0. -- Aguggia LLP 23.1 KPMG LLP Filed herewith. -- 24.0 Power of Attorney Located on the signature page. --
EX-5.0 2 cnbexb5march23.txt 1 EXHIBIT 5.0 OPINION OF MULDOON MURPHY & AGUGGIA LLP 2 [MULDOON MURPHY & AGUGGIA LLP LETTERHEAD] March 27, 2007 Board of Directors CNB Financial Corp. 33 Waldo Street Worcester, Massachusetts 01608-0830 Re: CNB Financial Corp. Amended and Restated Stock Option Plan Members of the Board of Directors: We have been requested by CNB Financial Corp., a Massachusetts corporation (the "Company"), to issue a legal opinion in connection with the registration (the "Registration") of 398,400 shares of the Company's Common Stock, par value $1.00 per share (the "Shares"). The Registration of the Shares is being effected on a Form S-8. We have made such legal and factual examinations and inquiries as we deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed and have not verified (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to the originals of all documents supplied to us as copies, and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company. Based on the foregoing and limited in all respects to Massachusetts law, it is our opinion that the shares reserved under the plan have been duly authorized and, upon payment for and issuance of the shares in the manner described in the plan, will be legally issued, fully paid and nonassessable. This opinion is rendered to you solely for your benefit in connection with the issuance of the Shares as described above. This opinion should not be quoted in whole or in part, or otherwise referred to or furnished to any governmental agency (other than the Securities and Exchange Commission in connection with the aforementioned Registration Statement on Form S-8), or any other person or entity, without the prior written consent of this firm. 3 Board of Directors CNB Financial Corp. March 27, 2007 Page 2 We note that, although certain portions of the Registration Statement on Form S-8 (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of "experts" within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein. We hereby consent to the filing of this opinion as an exhibit to, and the reference to this firm in, the Company's Registration Statement on Form S-8. Very truly yours, /s/ Muldoon Murphy & Aguggia LLP MULDOON MURPHY & AGUGGIA LLP EX-10.1 3 cnbexb101march23.txt 1 10.1 AMENDED AND RESTATED STOCK OPTION PLAN 2 CNB FINANCIAL CORP. AMENDED AND RESTATED STOCK OPTION PLAN (AMENDED AND RESTATED IN ITS ENTIRETY MARCH 22, 2007) CNB Financial Corp. (the "Company"), wishes to attract employees and directors to the Company, induce employees and directors to remain with the Company, and encourage them to increase their efforts to make the Company and its subsidiary, Commonwealth National Bank (the "Bank"), more successful. In furtherance thereof, the CNB Financial Corp. Amended and Restated Stock Option Plan (formerly known as the "Commonwealth National Bank 2001 Stock Option Plan") is designed to provide equity-based incentives to employees and directors of the Company and the Bank. 1. Definitions. ----------- Whenever used herein, the following terms shall have the meanings set forth below: "Award Agreement" means a written agreement in a form approved by the Committee to be entered into by the Company and the Optionee of an Option, as provided in Section 4. "Bank" means Commonwealth National Bank, a national banking association. "Board" means the Board of Directors of the Bank. "Cause" means, unless otherwise provided in the Optionee's Award Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect, (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Bank, (iii) the commission of a felony or a crime of moral turpitude, or any crime involving the Bank or involving fraud, misappropriation or embezzlement, (iv) a material breach of the Optionee's employment agreement (if any) with the Bank, (v) engagement in misconduct, neglect, fraud, misappropriation or embezzlement in the course of performance of the Optionee's duties, or any other act which is to the detriment of the Bank, as determined in the discretion of the Committee, or (vi) any illegal act detrimental to the Bank. 3 "Change in Control" shall be deemed to have occurred with respect to Bank or the Company if any "Person," as hereinafter defined, has acquired control of the Bank or the Company. A "Person" has control if: (i) the Person, directly or indirectly, or acting through one (1) or more other Persons, owns, controls or has power to vote twenty-five percent (25%) or more of the voting common stock of the Company; (ii) the Company consummates a merger, consolidation, sale of substantially all its assets, or substantially similar reorganization transaction with such Person, excluding, however, any merger, consolidation, sale of substantially all its assets, or substantially similar reorganization transaction in which immediately after such transaction, the shareholders of the Company, in their capacities as such and as a result thereof, shall own at least fifty percent (50%) in voting power of the then outstanding securities of the Company or of any surviving corporation or business entity pursuant to any such transaction; (iii) during any period of twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors the Company cease for any reason to constitute a majority of such Board, unless the election, or the nomination for election of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of such period; or (iv) the Board of Directors of the Company, by vote of a majority of all the Directors, adopts a resolution to the effect that a "Change-in-Control" has occurred for purposes of the Plan. "Code" means the Internal Revenue Code of 1986, as amended. "Committee" means the Committee appointed by the Board under Section 3. "Common Stock" means the Company's Common Stock, par value $1.00, either currently existing or authorized hereafter. "Company" means CNB Financial Corp., a parent holding company for the Bank or its successor. "Disability," unless otherwise provided by the Committee in the Optionee's Award Agreement with respect to Non-Qualified Stock Options, shall have the meaning set forth in Section 22(e)(3) of the Code. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fair Market Value" per Share as of a particular date means (i) if Shares are then listed on a national stock exchange, the closing sales price per Share on the exchange for the last preceding date on which there was a sale of Shares on such exchange, as determined by the Committee, (ii) if Shares are not then listed on a national stock exchange but are then traded on an over-the-counter market, the average of the closing bid and asked prices for the Shares in such over-the-counter market for the last preceding date on which there was a sale of such Shares in 2 4 such market, as determined by the Committee, or (iii) if Shares are not then listed on a national stock exchange or traded on an over-the-counter market, such value as may be determined by the Committee in its discretion or as may be determined in accordance with such methodologies, procedures or other rules (which may provide, without limitation, that determinations of Fair Market Value shall be made by an independent third party) as may be established by the Committee in its discretion; provided that, where the Shares are so listed or traded, the Committee may make discretionary determinations, or implement such methodologies, procedures or other rules, where the Shares have not been traded for 10 trading days. "Incentive Stock Option" means an "incentive stock option" within the meaning of Section 422(b) of the Code. "Non-Qualified Stock Option" means an Option which is not an Incentive Stock Option. "Option" means the right to purchase, at a price and for the term fixed by the Committee in accordance with the Plan, and subject to such other limitations and restrictions in the Plan and the applicable Award Agreement, a number of Shares determined by the Committee. "Optionee" means an employee or director of the Bank to whom an Option is granted, or the Successors of the Optionee, as the context so requires. "Option Price" means the exercise price per Share. "Person" means any individual, corporation, partnership, company or other entity, and shall include a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934. "Plan" means this CNB Financial Corp. Amended and Restated Stock Option Plan, as set forth herein and as the same may from time to time be amended. "Retirement" means, unless otherwise provided by the Committee in the Optionee's Award Agreement, the termination (other than for Cause) of employment of an Optionee on or after the Optionee's attainment of age 65 or on or after the Optionee's attainment of age 55 with five consecutive years of service with the Company or the Bank. "Securities Act" means the Securities Act of 1933, as amended. "Shares" means shares of Common Stock of the Company. "Successor of the Optionee" means the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire the right to exercise an Option by bequest or inheritance or by reason of the death of the Optionee. 3 5 2. Effective Date and Termination of Plan. -------------------------------------- The Plan was approved by shareholders and became effective on November 6, 2001. The Plan was amended and restated in its entirety on March 22, 2007. The Plan shall terminate on, and no Option shall be granted hereunder on or after, the 10-year anniversary of the earlier of the approval of the Plan by (i) the Board or (ii) the shareholders of the Bank; provided, however, that the Board may at any time prior to that date terminate the Plan. 3. Administration of Plan. ---------------------- The Plan shall be administered by the Committee appointed by the Board. During any time that Shares are registered under the Securities Act, the Committee shall consist of two or more individuals each of whom shall be a "nonemployee director" as defined in Rule 16b-3 as promulgated by the Securities and Exchange Commission ("Rule 16b-3") under the Exchange Act and shall, at such times as the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Options), qualify as "outside directors" for purposes of Section 162(m) of the Code. The acts of a majority of the members present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee, shall be the acts of the Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may act as to matters under the Plan specifically relating to such member. If no Committee is designated by the Board to act for these purposes, the Board shall have the rights and responsibilities of the Committee hereunder. 4. Eligibility and Grant of Options; Committee Authority ----------------------------------------------------- Subject to the provisions of the Plan, the Committee shall, in its discretion as reflected by the terms of the Award Agreements: (i) authorize the granting of Options to employees and directors of the Bank and the Company; (ii) determine and designate from time to 4 6 time those employees and directors of the Bank and the Company to whom Options are to be granted and the number of Shares to be optioned to each employee or director; (iii) determine whether to grant Incentive Stock Options, or Non-Qualified Stock Options, or both (to the extent that any Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option); provided that Incentive Stock Options may only be granted to employees; (iv) determine the time or times when and the manner and condition in which each Option shall be exercisable and the duration of the exercise period; and (v) determine or impose other conditions to the grant or exercise of Options under the Plan as it may deem appropriate. In determining the eligibility of an employee or director to receive an Option, as well as in determining the number of Shares to be optioned to any employee or director, the Committee may consider the position and responsibilities of the employee or director, the nature and value to the Bank and the Company of the employee's or director's services and accomplishments, the employee's or director's present and potential contribution to the success of the Bank and the Company and such other factors as the Committee may deem relevant. The Award Agreement shall contain such other terms, provisions and conditions not inconsistent herewith as shall be determined by the Committee. The Optionee shall take whatever additional actions and execute whatever additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of the Plan and the Award Agreement. The Committee shall cause each Option to be designated as an Incentive Stock Option or a Non-Qualified Stock Option. 5 7 5. Number of Shares Subject to Options. ----------------------------------- Options with respect to an aggregate of no more than 400,000 Shares may be granted under the Plan. Notwithstanding the foregoing provision of this Section 5, Shares as to which an Option is granted under the Plan that remains unexercised at the expiration, forfeiture or other termination of such Option may be the subject of the grant of further Options. Shares of Common Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares. The certificates for Shares issued hereunder may include any legend which the Committee deems appropriate to reflect any rights of first refusal or other restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate. The aggregate Fair Market Value, determined as of the date an Option is granted, of the Common Stock for which any Optionee may be awarded Incentive Stock Options which are first exercisable by the Optionee during any calendar year under the Plan (or any other stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000. 6. Option Price. ------------ The Option Price shall be determined by the Committee on the date the Option is granted and reflected in the Award Agreement, as the same may be amended from time to time. Any particular Award Agreement may provide for different exercise prices for specified amounts of Shares subject to the Option. The Option Price with respect to each Option shall not be less than 100% (or 110%, in the case of an individual described in Section 422(b)(6) of the Code relating to certain 10% owners) of the Fair Market Value of a Share on the day the Option is granted. 6 8 7. Period of Option and Vesting. ---------------------------- (a) Unless earlier expired, forfeited or otherwise terminated, each Option shall expire in its entirety upon the 10th anniversary of the date of grant or shall have such other term as is set forth in the applicable Award Agreement (except that, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners) who is granted an Incentive Stock Option, the term of such Option shall be no more than five years from the date of grant). The Option shall also expire, be forfeited and terminate at such times and in such circumstances as otherwise provided hereunder (including the forfeiture provisions of Section 9(b)) or under the Award Agreement. (b) Each Option, to the extent that there has been no termination of the Optionee's employment or service as a director and the Option has not otherwise lapsed, expired, terminated or been forfeited, shall first become exercisable, unless otherwise set forth in the applicable Award Agreement, as follows: For the Period Ending Percent of the Grant --------------------- -------------------- Exercisable ----------- First Anniversary of the date of Grant 25% Second Anniversary of the date of Grant 50% Third Anniversary of the date of Grant 75% Fourth Anniversary of the date of Grant 100% Unless otherwise provided in the Award Agreement or herein, no Option (or portion thereof) shall ever be exercisable if the Optionee's employment or service as a director with the Bank or the Company has terminated before the time at which such Option would otherwise have become exercisable, and any Option that would otherwise become 7 9 exercisable after such termination shall not become exercisable and shall be forfeited upon such termination. Notwithstanding the foregoing provisions of this Section 7(b), Options exercisable pursuant to the schedule specified by the Committee at the time of grant may be fully or more rapidly exercisable or otherwise vested at any time in the discretion of the Committee. Upon and after the death of an Optionee, such Optionee's Options, if and to the extent otherwise exercisable hereunder or under the applicable Award Agreement after the Optionee's death, may be exercised by the Successors of the Optionee. 8. Exercisability Upon and After Termination of Optionee. ----------------------------------------------------- (a) Unless otherwise provided in the Award Agreement, if the Optionee's employment or service as a director with the Bank or the Company is terminated other than by termination by the Optionee or termination by the Bank of the Company for Cause and other than by reason of death, Disability, or, in the case of Non-Qualified Stock Options, Retirement, no exercise of an Option may occur after the expiration of the 3-month period following the termination, or if earlier, the expiration of the term of the Option as provided under Section 7. Unless otherwise provided in the Award Agreement, if the Optionee's employment or service as a director with the Bank or the Company is terminated by reason of death, Disability, or, in the case of Non-Qualified Stock Options, Retirement, no exercise of an Option may occur after the expiration of the 1-year period following the termination, or if earlier, the expiration of the term of the Option as provided under Section 7. (b) Notwithstanding any other provision hereof, unless otherwise provided in the Award Agreement, if (i) the Optionee's employment or service as a director is terminated by the Bank or the Company for Cause or (ii) the Optionee voluntarily terminates employment or service as a director with the Bank or the Company (other than on account of death, Retirement 8 10 or Disability) the Optionee's Options, to the extent then unexercised, shall thereupon cease to be exercisable and shall be forfeited forthwith. (c) Except as may otherwise be expressly set forth in this Section 8, and except as may otherwise be expressly provided under the Award Agreement, no provision of this Section 8 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon cessation of employment or service as a director. 9. Exercise of Options. ------------------- (a) Subject to vesting and other restrictions provided for hereunder or otherwise imposed in accordance herewith, an Option may be exercised, and payment in full of the aggregate Option Price made, by an Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. (b) Without limiting the scope of the Committee's discretion hereunder, the Committee may impose such other restrictions on the exercise of Options (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate. (c) If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to the expiration of either two years from the date of grant of such Option or one year from the transfer of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Optionee shall notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition and, if the Company thereupon has a tax-withholding obligation, shall pay to the Company an amount equal to any withholding tax the Company is required to pay as a result of the disqualifying disposition. 9 11 10. Payment. ------- (a) The aggregate Option Price shall be paid in full upon the exercise of the Option. Payment must be made by one of the following methods: (i) a certified or bank cashier's check; (ii) if approved by the Committee in its discretion, Shares of previously owned Common Stock having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; (iii) if approved by the Committee in its discretion, through the written election of the Optionee to have Shares withheld by the Company from the Shares otherwise to be received, with such withheld Shares having an aggregate Fair Market Value on the date of exercise equal to the aggregate Option Price; or (iv) by any combination of such methods of payment or any other method acceptable to the Committee in its discretion. (b) The Committee, in its discretion, may also permit the Optionee to elect to exercise an Option by receiving a combination of Shares and cash, or, in the discretion of the Committee, either Shares or solely in cash, with an aggregate Fair Market Value (or, to the extent of payment in cash, in an amount) equal to the excess of the Fair Market Value of the Shares with respect to which the Option is being exercised over the aggregate Option Price, as determined as of the day the Option is exercised. (c) Except in the case of Options exercised by certified or bank cashier's check, the Committee may impose limitations and prohibitions on the exercise of Options as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option. Any fractional Shares resulting from an Optionee's election that is accepted by the Company shall in the discretion of the Committee be paid in cash. 10 12 11. Tax Withholding. --------------- The Committee may, in its discretion, require the Optionee to pay to the Company at the time of exercise of any Option the amount that the Committee deems necessary to satisfy the Company's obligation to withhold federal, state or local income or other taxes incurred by reason of the exercise. Upon exercise of the Option, the Optionee may, if approved by the Committee in its discretion, make a written election to have Shares then issued withheld by the Company from the Shares otherwise to be received, or to deliver previously owned Shares, in order to satisfy the liability for such withholding taxes. In the event that the Optionee makes, and the Committee permits, such an election, the number of Shares so withheld or delivered shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. Where the exercise of an Option does not give rise to an obligation by the Company to withhold federal, state or local income or other taxes on the date of exercise, but may give rise to such an obligation in the future, the Committee may, in its discretion, make such arrangements and impose such requirements as it deems necessary or appropriate. Notwithstanding anything contained in the Plan to the contrary, the Optionee's satisfaction of any tax-withholding requirements imposed by the Committee shall be a condition precedent to the Company's obligation as may otherwise be provided hereunder to provide Shares to the Optionee, and the failure of the Optionee to satisfy such requirements with respect to the exercise of an Option shall cause such Option to be forfeited. 12. Exercise by Successors. ---------------------- An Option may be exercised, and payment in full of the aggregate Option Price made, by the Successors of the Optionee only by written notice (in the form prescribed by the Committee) to the Company specifying the number of Shares to be purchased. Such notice shall 11 13 state that the aggregate Option Price will be paid in full, or that the Option will be exercised as otherwise provided hereunder, in the discretion of the Company or the Committee, if and as applicable. 13. Nontransferability of Option. ---------------------------- Each Option granted under the Plan shall by its terms be nontransferable by the Optionee except by will or the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of his or her death. 14. Right of First Refusal; Right of Repurchase; Transfer ----------------------------------------------------- Restrictions. ------------ a. At the time of grant, the Committee may provide in connection with any grant made under the Plan that Shares received in connection with Options shall be subject to a right of first refusal pursuant to which the Company shall be entitled to purchase such Shares in the event of a prospective sale of the Shares, subject to such terms and conditions as the Committee may specify at the time of grant or (if permitted by the Award Agreement) thereafter, and to a right of repurchase, pursuant to which the Company shall be entitled to purchase such Shares at the Fair Market Value of the Shares (unless otherwise provided in the Award Agreement), or, otherwise at a price determined by, or under a formula set by, the Committee at the time of grant or (if permitted by the Award Agreement) thereafter, subject to such other terms and conditions as the Committee may specify at the time of grant. b. Any Shares issued pursuant to an Option shall be subject to such transfer restrictions as may be set forth in the Optionee's Award Agreement (including, without limitation, the requirement that any Shares acquired prior to the time such Shares are registered under the Securities Act, be assigned and subject to a voting trust with terms determined by the Committee). 12 14 15. Regulations and Approvals. ------------------------- (a) The obligation of the Company to sell Shares with respect to Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. (b) The Committee may make such changes to the Plan as may be necessary or appropriate to comply with the rules and regulations of any government authority or to obtain tax benefits applicable to stock options. (c) Each Option is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Option or the issuance of Shares, no Options shall be granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. (d) In the event that the disposition of stock acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act, and the Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such individual are acquired for investment only 13 15 and not with a view to distribution and that such Shares will be disposed of only if registered for sale under the Securities Act or if there is an available exemption for such disposition. 16. Administrative Rules; Interpretation. ------------------------------------ The Committee may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting the generality of the foregoing, the Committee may (i) determine (A) the conditions under which an Optionee will be considered to have retired or become disabled and (B) whether any Optionee has done so; (ii) establish or assist in the establishment of a program (which need not be administered in a nondiscriminatory or uniform manner) under which the Bank or a third party may make bona-fide loans on arm's-length terms to any or all Optionees to assist such Optionees with the satisfaction of any or all of the obligations that such Optionees may have hereunder or under which third-party sales may be made for such purpose (including, without limitation, a broker assisted cashless exercise where a third party would advance the aggregate Option Price to the Optionee and be repaid with Option stock or the proceeds thereof; (iii) determine the extent, if any, to which Options or Shares shall be forfeited (whether or not such forfeiture is expressly contemplated hereunder); (iv) interpret the Plan and the Award Agreements hereunder, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law; and (v) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. The Committee may in the Award Agreement provide that the Optionee shall notify the Company of the failure to meet any holding period requirement under the Code applicable to Shares received upon the exercise of an Incentive Stock Option. Unless otherwise expressly provided hereunder, the Committee, with respect to 14 16 any Option, may exercise its discretion hereunder at the time of the award or thereafter. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons. 17. Amendments. ---------- The Board may amend the Plan as it shall deem advisable, except that no amendment may adversely affect an Optionee with respect to Options previously granted unless such amendments are in connection with compliance with applicable laws; provided that the Board may not make any amendment in the Plan that would, if such amendment were not approved by the holders of the Common Stock, cause the Plan to fail to comply with any requirement of applicable law or regulation, unless and until the approval of the holders of such Common Stock is obtained. Without limiting the generality of the foregoing, the Committee may (subject to such considerations as may arise under Section 16 of the Exchange Act, or under other corporate, securities or tax laws) take any steps it deems appropriate, that are not inconsistent with the purposes and intent of the Plan, or to take into account the provisions of Section 162(m) of the Code. 18. Changes in Capital Structure. ---------------------------- If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company, or any distribution to holders of Common Stock other than cash dividends, shall occur or (iii) any other event shall occur which in the judgment 15 17 of the Committee necessitates action by way of adjusting the terms of the outstanding Options, then the Committee may forthwith take any such action as in its judgment shall be necessary to preserve to the Optionees rights substantially proportionate to the rights existing prior to such event, and to maintain the continuing availability of Shares under Section 5 (if Shares are otherwise then available) in a manner consistent with the intent hereof, including, without limitation, adjustments in (x) the number and kind of shares or other property subject to Options, (y) the Option Price, and (z) the number and kind of shares available under Section 5. To the extent that such action shall include an increase or decrease in the number of Shares (or units of other property then available) subject to outstanding Options, the number of Shares (or units) available under Section 5 shall be increased or decreased, as the case may be, proportionately, as may be provided by the Committee in its discretion. If a Change in Control shall occur, then the Committee as constituted immediately before the Change in Control may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the Change in Control (including, without limitation, the substitution of stock other than stock of the Company as the stock optioned hereunder, and the acceleration of the exercisability of the Options). The judgment of the Committee with respect to any matter referred to in this Section 18 shall be conclusive and binding upon each Optionee without the need for any amendment to the Plan. 16 18 19. Notices. ------- All notices under the Plan shall be in writing, and if to the Company, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Board; and if to the Optionee, shall be delivered personally, sent by facsimile transmission or mailed to the Optionee at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 19. 20. Rights as Shareholder. --------------------- Neither the Optionee nor any person entitled to exercise the Optionee's rights in the event of death shall have any rights of a shareholder with respect to the Shares subject to an Option, except to the extent that a certificate for such Shares shall have been issued upon the exercise of the Option as provided for herein. 21. Rights to Employment. -------------------- Nothing in the Plan or in any Option granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Bank or the Company or to continue as a director of the Bank or the Company or interfere in any way with the right of the Company and its shareholders to terminate the individual's employment or service as a director at any time. 22. Exculpation and Indemnification. ------------------------------- The Company shall indemnify and hold harmless the members of the Board and the members of the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person's duties, responsibilities and obligations under the Plan, to the maximum extent permitted by law, other than such liabilities, costs and expenses as may result from the negligence, bad faith, willful misconduct or criminal acts of such persons. 17 19 23. Captions. -------- The use of captions in this Plan is for convenience. The captions are not intended to and do not provide substantive rights. 24. Severability. ------------ The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect. 25. Governing Law. ------------- The Plan shall be governed by the laws of Massachusetts, without reference to principles of conflict of laws. EX-10.2 4 cnbexb102march23.txt 1 10.2 FORM OF AWARD AGREEMENTS 2 CNB FINANCIAL CORP. AMENDED AND RESTATED STOCK OPTION PLAN FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT -------------------------------------- AGREEMENT by and between CNB Financial Corp. ("Company") and [________] (the "Optionee"), dated as of the ___ day of ________, 200_. WHEREAS, the Company maintains the CNB Financial Corp. Amended and Restated Plan (the "Plan") (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan); WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant a stock option to the Optionee subject to the terms and conditions set forth below. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Grant of Stock Option. --------------------- The Company hereby grants the Optionee an option (the "Option") to purchase _______ shares of Company common stock ("Common Stock"), subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option shall be an "incentive stock option" under Section 422 of the Code. The Optionee (or, if applicable, the Successors of the Optionee) shall notify the Company promptly (and in no event more than five days) after any failure to meet the holding period requirement under Section 422(a) of the Code applicable to Shares received upon the exercise of the Option. 3 2. Option Price. ------------ The Option Price per Share shall be $_____. 3. Initial Exercisability. ---------------------- Subject to Paragraph 7 below, the Option, to the extent that there has been no termination of the Optionee's employment and the Option has not otherwise expired or been forfeited, shall first become exercisable as follows: For the Period Ending Percent of the Grant --------------------- -------------------- Exercisable ----------- First Anniversary of the date of Grant 25% Second Anniversary of the date of Grant 50% Third Anniversary of the date of Grant 75% Fourth Anniversary of the date of Grant 100% 4. Exercisability Upon and After Termination of Optionee. ----------------------------------------------------- (a) If the Optionee's employment with the Company or its affiliates is terminated other than by termination by the Optionee or termination by the Company or its affiliates for Cause (and including by reason of death, Retirement or Disability), no exercise of the Option may occur after the expiration of the 90-day period to follow the termination, or if earlier, the expiration of the term of the Option as provided under Paragraph 7 below. (b) Notwithstanding any other provision of this Agreement, if (i) the Optionee's employment is terminated by the Company or its affiliates for Cause or (ii) the Optionee voluntarily terminates employment with the Company or its affiliates (other than on account 2 4 of death, Retirement or Disability) the Option, to the extent then unexercised, shall thereupon cease to be exercisable and shall be forfeited forthwith. (c) If the Optionee commences or continues service as a director or key consultant of the Company or an affiliate upon termination of employment, such continued service shall, if the Committee in its discretion so consents, be treated as continued employment hereunder. (d) No Option (or portion thereof) which had not become exercisable at the time of cessation of employment shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon cessation of employment. 5. Restrictions and Conditions. --------------------------- (a) The Shares of Common Stock issued upon exercise of the Option (the "Optioned Shares") shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this Agreement, during the period commencing on the date of exercise of the Option or any part thereof and ending on the first day on which the Common Stock is registered under the Securities Act of 1933, as amended (the "Act"), if applicable, the Optionee shall not, voluntarily or involuntarily sell, transfer, pledge, anticipate, alienate, encumber or assign any Optioned Shares (except by will or the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of his death), other than to the Bank, nor may any Optioned Shares be attached or garnished. (ii) Except as provided in the foregoing clause (i), the Optionee shall have, in respect of the Optioned Shares, all of the rights of a stockholder of the Company. (b) If the Optionee's employment with the Company or an affiliate terminates after the Optionee's exercise of the Option, until Shares are registered under the Act the Company 3 5 shall be entitled, but not obligated, within 90 days of such termination, to purchase from the Optionee all or a portion of the Optionee's Shares acquired pursuant to the exercise of an Option for an amount equal to the Fair Market Value of such Optioned Shares. For the purposes of this Paragraph 5(c), the "Fair Market Value" of the Shares shall be as reasonably determined by the Company in its sole discretion. 6. Tax Obligations. --------------- As a condition to the grant and continued holding of Optioned Shares, the Optionee shall pay to the Company within 90 days of any income recognition event all amounts that the Company deems necessary, to satisfy the Company's obligation to withhold federal, state or local income or other taxes incurred with respect to Optioned Shares, determined in accordance with the Internal Revenue Code of 1986, as amended. The failure of the Optionee to satisfy such requirements shall cause all of the Optionee's rights with respect to the Optioned Shares to be terminated, and the Optioned Shares and this Agreement shall be void and of no effect. In addition, to the extent the Optionee fails to satisfy any such withholding obligation in connection with the grant, holding or transfer of Optioned Shares (including in connection with any election with respect to such Optioned Shares), and such failure causes the Company to incur any fine, penalty, fee, cost, additional tax or other obligation, the Optionee shall indemnify and promptly pay the Company for all such costs and obligations. The Optionee hereby acknowledges that the tax treatment with respect to the Optioned Shares is complex, and the Optionee has relied exclusively on his advisors, and not the Company or its advisors, regarding such matters. 7. Term. ---- Unless earlier forfeited, the Option shall, notwithstanding any other provision of this Agreement, expire in its entirety upon the tenth anniversary of the date hereof. The Option shall 4 6 also expire and be forfeited at such times and in such circumstances as otherwise provided hereunder or under the Plan. 8. Miscellaneous. ------------- (a) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (b) The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Agreement, the decision of the Committee shall be final and binding upon all persons. (c) If Shares acquired upon exercise of an Incentive Stock Option are disposed of in a disqualifying disposition within the meaning of Section 422 of the Code by an Optionee prior to the expiration of either two years from the date of grant of such Option or one year from the transfer of Shares to the Optionee pursuant to the exercise of such Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Optionee shall 5 7 notify the Company in writing as soon as practicable thereafter of the date and terms of such disposition and, if the Company thereupon has a tax-withholding obligation, shall pay to the Company an amount equal to any withholding tax the Company is required to pay as a result of the disqualifying disposition. (d) All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Company or mailed to its principal office, addressed to the attention of the Committee; and if to the Optionee, shall be delivered personally or mailed to the Optionee at the address appearing in the records of the Company. Such addresses may be changed at any time by written notice to the other party given in accordance with this paragraph 8(d). (e) The failure of the Optionee or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right the Optionee or the Company, respectively, may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan. (f) Nothing in this Agreement shall confer on the Optionee any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate the Optionee's employment at any time. (g) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. 6 8 IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the day and year first above written. CNB FINANCIAL CORP. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- -------------------------------- [Optionee's Name] 7 9 CNB FINANCIAL CORP. AMENDED AND RESTATED STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT ------------------------------------------ AGREEMENT by and between CNB Financial Corp. ("Company") and [________] (the "Optionee"), dated as of the ___ day of ________, 200_ (the "Effective Date"). WHEREAS, the Company maintains the CNB Financial Corp. Amended and Restated Stock Option Plan (the "Plan") (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan); WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant a stock option to the Optionee subject to the terms and conditions set forth below. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Grant of Stock Option. --------------------- The Company hereby grants the Optionee an option (the "Option") to purchase _______ shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option shall be not be an "incentive stock option" under Section 422 of the Code. 2. Option Price. ------------ The Option Price per Share shall be $_____. 10 3. Initial Exercisability. ---------------------- Subject to Paragraph 7 below, the Option, to the extent that there has been no termination of the Optionee's employment and the Option has not otherwise expired or been forfeited, shall first become exercisable as follows: 2 11 For the period ending Percent of the Grant --------------------- Exercisable ----------- First Anniversary of Effective Date 25% Second Anniversary of Effective Date 25% Third Anniversary of Effective Date 25% Fourth Anniversary of Effective Date 25% 4. Exercisability Upon and After Termination of Optionee. ----------------------------------------------------- (a) If the Optionee's employment with the Company is terminated other than by termination by the Optionee or termination by the Company or an affiliate for Cause (and including by reason of death, Retirement or Disability), no exercise of the Option may occur after the expiration of the 90-day period to follow the termination, or if earlier, the expiration of the term of the Option as provided under Paragraph 7 below. (b) Notwithstanding any other provision of this Agreement, if (i) the Optionee's employment is terminated by the Company for Cause or (ii) the Optionee voluntarily terminates employment with the Company or an affiliate (other than on account of death, Retirement or Disability) the Option, to the extent then unexercised, shall thereupon cease to be exercisable and shall be forfeited forthwith. 3 12 (c) If the Optionee commences or continues service as a director or key consultant of the Company upon termination of employment, such continued service shall, if the Committee in its discretion so consents, be treated as continued employment hereunder. (d) No Option (or portion thereof) which had not become exercisable at the time of cessation of employment shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon cessation of employment. 5. Restrictions and Conditions. --------------------------- (a) The Shares of Common Stock issued upon exercise of the Option (the "Optioned Shares") shall be subject to the following restrictions and conditions: (i) Subject to the other provisions of this Agreement, during the period commencing on the date of exercise of the Option or any part thereof and ending on the first day on which the Common Stock is registered under the Securities Act of 1933, as amended (the "Act"), if applicable, the Optionee shall not, voluntarily or involuntarily sell, transfer, pledge, anticipate, alienate, encumber or assign any Optioned Shares (except by will or the laws of descent and distribution of the state wherein the Optionee is domiciled at the time of his death), other than to the Company, nor may any Optioned Shares be attached or garnished. (ii) Except as provided in the foregoing clause (i), the Optionee shall have, in respect of the Optioned Shares, all of the rights of a stockholder of the Company. (b) If the Optionee's employment with the Company or an affiliate terminates after the Optionee's exercise of the Option, until Shares are registered under the Act the Company shall be entitled, but not obligated, within 90 days of such termination, to purchase from the Optionee all or a portion of the Optionee's Shares acquired pursuant to the exercise of an Option 4 13 for an amount equal to the Fair Market Value of such Optioned Shares. For the purposes of this Paragraph 5(c), the "Fair Market Value" of the Shares shall be as reasonably determined by the Company in its sole discretion. 6. Tax Obligations. --------------- As a condition to the grant and continued holding of Optioned Shares, the Optionee shall pay to the Company within 90 days of any income recognition event all amounts that the Company deems necessary, to satisfy the Company's obligation to withhold federal, state or local income or other taxes incurred with respect to Optioned Shares, determined in accordance with the Internal Revenue Code of 1986, as amended. The failure of the Optionee to satisfy such requirements shall cause all of the Optionee's rights with respect to the Optioned Shares to be terminated, and the Optioned Shares and this Agreement shall be void and of no effect. In addition, to the extent the Optionee fails to satisfy any such withholding obligation in connection with the grant, holding or transfer of Optioned Shares (including in connection with any election with respect to such Optioned Shares), and such failure causes the Company to incur any fine, penalty, fee, cost, additional tax or other obligation, the Optionee shall indemnify and promptly pay the Company for all such costs and obligations. The Optionee hereby acknowledges that the tax treatment with respect to the Optioned Shares is complex, and the Optionee has relied exclusively on his advisors, and not the Company or its advisors, regarding such matters. 7. Term. ---- Unless earlier forfeited, the Option shall, notwithstanding any other provision of this Agreement, expire in its entirety upon the tenth anniversary of the Effective Date. The 5 14 Option shall also expire and be forfeited at such times and in such circumstances as otherwise provided hereunder or under the Plan. 8. Miscellaneous. ------------- (a) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (b) The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Agreement, the decision of the Committee shall be final and binding upon all persons. (c) All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Company or mailed to its principal office, addressed to the attention of the Committee; and if to the Optionee, shall be delivered personally or mailed to the Optionee at the address appearing in the records of the Company. Such addresses may be 6 15 changed at any time by written notice to the other party given in accordance with this paragraph 8(d). (d) The failure of the Optionee or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right the Optionee or the Company, respectively, may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan. (e) Nothing in this Agreement shall confer on the Optionee any right to continue in the employ or service of the Company or an affiliate or interfere in any way with the right of the Company to terminate the Optionee's employment or service at any time. (f) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the day and year first above written. CNB FINANCIAL CORP. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- -------------------------------- [Optionee's Name] 7 EX-23.1 5 cnbexb231march23.txt 1 23.1 CONSENT OF KPMG LLP 2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Commonwealth National Bank: We consent to the incorporation by reference in the registration statement on Form S-8 of CNB Financial Corp. of our report dated March 23, 2006, with respect to the consolidated balance sheets of CNB Financial Corp. and its subsidiary as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended, which report appears in the December 31, 2005 Annual Report on Form 10-KSB of CNB Financial Corp. /s/ KPMG LLP Boston, Massachusetts March 26, 2007 -----END PRIVACY-ENHANCED MESSAGE-----