-----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, UkVW7sKrikDNhDAu+UapmMb3vy3y3ovZL35W85vYOTwpfnPNqnfNZd2js/WcDNoW MgWEjpJstl+EAuoJA5PYKA== 0000909654-08-001331.txt : 20080807 0000909654-08-001331.hdr.sgml : 20080807 20080807164725 ACCESSION NUMBER: 0000909654-08-001331 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 EFFECTIVENESS DATE: 20080807 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: 333-152859 FILM NUMBER: 08999210 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 cnbfinancials8july30-08.txt 1 As filed with the Securities and Exchange Commission on August 7, 2008 Registration No. 333-_______ UNITED STATES 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 articles of organization) MASSACHUSETTS 20-3801620 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 33 WALDO STREET, P.O. BOX 830 WORCESTER, MASSACHUSETTS 01613-0830 (508) 752-4800 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN (Full title of the plan) --------------------------- CHARLES R. VALADE COPIES TO: PRESIDENT THOMAS P. HUTTON, ESQ. CNB FINANCIAL CORP. SCOTT A. BROWN, ESQ. 33 WALDO STREET, P.O. BOX 830 KILPATRICK STOCKTON LLP WORCESTER, MASSACHUSETTS 01613-0830 SUITE 900 607 14TH STREET, N.W. (508) 752-4800 WASHINGTON, D.C. 20005-2018 (202) 508-5800 (Name, address, including zip code, and telephone number, including area code, of agent for service) 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| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company |X| (Do not check if a smaller reporting company)
========================================================================================================================= Proposed Maximum Title of Amount to be Offering Price Proposed Maximum Amount of Securities to be Registered Registered (1) Per Share Aggregate Offering Price Registration Fee ========================================================================================================================= Common Stock $1.00 par value 100,000(2) $6.50 $650,000(3) $26 =========================================================================================================================
(1) Together with an indeterminate number of shares of common stock which may be necessary to adjust the number of shares reserved for issuance pursuant to the CNB Financial Corp. 2008 Equity Incentive Plan (the "Plan") as the result of a stock split, stock dividend, or similar adjustment to the outstanding common stock of CNB Financial Corp. (the "Common Stock") pursuant to 17 C.F.R. ss. 230.416(a). (2) Represents the total number of shares of common stock currently available for issuance upon the exercise of stock options or the granting of restricted stock awards pursuant to the Plan. (3) Estimated solely for the purpose of calculating the registration fee. Represents the closing price for the Common Stock as reported on August 6, 2008 in accordance with 17 C.F.R. 230.457(c). 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 documents containing the information regarding the CNB Financial Corp. (the "Company" or the "Registrant") 2008 Equity Incentive Plan (the "Plan") required by Part I of this 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. Said documents need not be filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Said document and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a 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 Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, which includes the consolidated balance sheets of CNB Financial Corp. and its subsidiary as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended together with the related notes (File No. 000-51685) filed with the SEC on March 20, 2008; (b) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2008 (File No. 000-51685) filed with the SEC on May 13, 2008; (c) The Company's Current Report on Form 8-K (in each case other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K) filed with the SEC on May 16, 2008 and July 22, 2008 (File No. 000-51685). (d) All documents filed by the Company and the Plan, where applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the filing of a post- effective amendment which deregisters all securities then remaining unsold (in each case other than those portions furnished under Items 2.02, 7.01, and 9.01 of the Form 8-K). 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 SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT. 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 The validity of the Common Stock offered hereby has been passed upon for the Registrant by the firm of Kilpatrick Stockton LLP. 2 3 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 Organization. Section 2.02(b)(4) of Chapter 156D of the MBCA allows a corporation to add a provision to its articles of organization or 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. Part 8 of Chapter 156D of the MBCA provides for further indemnification by a corporation. In accordance with the MBCA, Article VII, 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 MBCA 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). In accordance with the MBCA, Article VI of the Company's Articles of Organization 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. 3 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. 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 Kilpatrick Stockton LLP as to the legality of the common stock to be issued. 10.1 CNB Financial Corp.'s 2008 Equity Incentive Plan (1) 10.2 Form of Award Agreements. 23.0 Consent of Kilpatrick Stockton LLP (contained in the opinion included as Exhibit 5). 23.1 Consent of KPMG LLP. 23.2 Consent of Wolf & Company, P.C. 24.0 Power of Attorney is located on the signature pages. ------------------------------------------------------------ (1) Incorporated herein by reference to Appendix A in the definitive proxy statement filed with the SEC on April 11, 2008 (File No. 000-51685). 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 (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 4 5 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 of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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 directors, 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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, the registrant 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 the City of Worcester, Massachusetts, on this 7th day of August, 2008. 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 (other than Mr. Valade) 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 August 7, 2008 - ------------------------------------ (principal executive officer) Charles R. Valade /s/ William M. Mahoney Treasurer and Chief Financial Officer August 7, 2008 - ------------------------------------ (principal financial and accounting William M. Mahoney officer) /s/ Gerald D. Cohen Director August 7, 2008 - ------------------------------------ Gerald D. Cohen /s/ Cary J. Corkin Director August 7, 2008 - ------------------------------------ Cary J. Corkin
6 7
/s/ Lawrence J. Glick Director August 7, 2008 - ------------------------------------ Lawrence J. Glick /s/ Stephen J. Granger Director August 7, 2008 - ------------------------------------ Stephen J. Granger /s/ George L. Kaplan Director August 7, 2008 - ------------------------------------ George L. Kaplan /s/ John P. Lauring Director August 7, 2008 - ------------------------------------ John P. Lauring /s/ Harris L. MacNeill Director August 7, 2008 - ------------------------------------ Harris L. MacNeill /s/ Ralph D. Marios Director August 7, 2008 - ------------------------------------ Ralph D. Marios /s/ Henry T. Michie Director August 7, 2008 - ------------------------------------ Henry T. Michie /s/ Claire A. O'Connor Director August 7, 2008 - ------------------------------------ Claire A. O'Connor /s/ Bryan T. Rich Director August 7, 2008 - ------------------------------------ Bryan T. Rich /s/ J. Robert Seder Director August 7, 2008 - ------------------------------------ J. Robert Seder /s/ Paula A. Aiello Director August 7, 2008 - ------------------------------------ Paula A. Aiello /s/ Thomas J. Wickstrom Director August 7, 2008 - ------------------------------------ Thomas J. Wickstrom
7 8
EXHIBIT INDEX Exhibit No. Description Method of Filing - ------------------- --------------------------------------------- -------------------------------- 5.0 Opinion of Kilpatrick Stockton LLP Filed herewith. 10.1 CNB Financial Corp.'s 2008 Equity Incentive Incorporated herein by Plan reference. 10.2 Form of Award Agreements Filed herewith. 23.0 Consent of Kilpatrick Stockton LLP Contained in Exhibit 5.0 23.1 Consent of KPMG LLP Filed herewith. 23.2 Consent of Wolf & Company, P.C. Filed herewith. 24.0 Power of Attorney Located on the signature page.
8 EX-5.0 2 cnbfinancialexb50july30-08.txt 1 EXHIBIT 5.0: OPINION OF KILPATRICK STOCKTON LLP 2 August 7, 2008 Board of Directors CNB Financial Corp. 33 Waldo Street Worcester, Massachusetts 01613-0830 Re: CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN Board Members: We have been requested by CNB Financial Corp., a Massachusetts corporation (the "Company"), to issue our opinion in connection with the registration of shares of the Company's common stock, par value $1.00 per share, under the Securities Act of 1933, as amended (the "Securities Act"). The registration statement on Form S-8 (the "Registration Statement") covers 100,000 shares that may be issued pursuant to the exercise of stock options or as restricted stock awards under the CNB Financial Corp. 2008 Equity Incentive Plan (the "Plan"). We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with 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 or its subsidiaries. Based on the foregoing, and limited in all respects to Massachusetts law, it is our opinion that the shares reserved for issuance under the Plan are duly authorized and, with respect to the shares issuable upon the exercise of stock options granted or to be granted under the Plan, upon payment for such shares, and, with respect to awards of shares under the Plan, upon issuance of such shares, in each case in the manner described in the Plan, the shares will be validly issued, fully paid and nonassessable. We note that, although certain portions of the Registration Statement (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. 3 Board of Directors August 7, 2008 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading "Interests of Named Experts and Counsel" therein. Very truly yours, /s/ Scott A. Brown Scott A. Brown, a Partner EX-10.2 3 cnbfinancialexb102july30-08.txt 1 EXHIBIT 10.2: FORM OF AWARD AGREEMENTS 2 FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN This Award Agreement is provided to _______________ (the "Participant") by CNB Financial Corp. (the "Company") as of ___________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") awarded the Participant a restricted stock award pursuant to the CNB Financial Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. NUMBER OF SHARES SUBJECT TO YOUR RESTRICTED STOCK AWARD: ________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 2. GRANT DATE: _________ Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following percentages of the Shares awarded hereunder, on the following respective dates; provided that the Participant is still employed by or in service with the Company or any of its subsidiaries: Percentage of Number of Shares Shares Vesting Vesting Vesting Date -------------- ---------------- ------------- IN WITNESS WHEREOF, CNB Financial Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. CNB FINANCIAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - --------------------------- [Name] - --------------------------- Date 3 TERMS AND CONDITIONS 1. GRANT OF SHARES. The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. 2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock Award (the "Restricted Shares") are subject to the following restrictions until they expire or terminate. (a) Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. (b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2008 Plan. (c) Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement. 3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the "Restricted Period"): (a) As to the percentages of the Shares specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided you are then still employed by or in the service of the Company or an Affiliate; or (b) Upon termination of your employment by reason of death or Disability; or (c) Upon a Change in Control (as defined in the 2008 Plan). 4. DELIVERY OF SHARES. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings, if any) will be distributed in accordance with your instructions. 5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares. 6. CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the 1 4 outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately. 7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate. 8. PAYMENT OF TAXES. You may make an election to be taxed upon your Restricted Stock Award under Section 83(b) of the Code within 30 days of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Restricted Stock Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (I.E., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2008 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rules. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING. 9. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control. 10. SEVERABILITY. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement. 11. NOTICE. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: CNB Financial Corp. 33 Waldo Street Worcester, MA 01613-0830 Attn: Compensation Committee or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company. 12. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 2 5 FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT FOR THE CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN This Award Agreement is provided to ________________ (the "Participant") by CNB Financial Corp. (the "Company") as of _________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") granted the Participant the right and option to purchase Shares pursuant to the CNB Financial Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. OPTION GRANT: You have been granted an INCENTIVE STOCK OPTION (referred to in this Agreement as your "Option"). 2. NUMBER OF SHARES SUBJECT TO YOUR OPTION: ___________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 3. GRANT DATE: ___________ 4. EXERCISE PRICE: You may purchase Shares covered by your Option at a price of $_______ per share. Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule: Continuous Status Percentage of Option Number of Shares Vesting Date as a Participant Vested/Number of Available for after Grant Date Shares Exercise IN WITNESS WHEREOF, CNB Financial Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. CNB FINANCIAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - --------------------------- [Name] - --------------------------- Date 6 TERMS AND CONDITIONS 1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. The Company intends this grant to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. 2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control (as defined in the 2008 Plan). 3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances: (a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability. (b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability. (c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2008 Plan) may exercise your Option. (d) At the end of the remaining original term of the Option, if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. Options exercised more than three (3) months after your termination date will be treated as Non-Statutory Stock Options for tax purposes. The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant that you held prior to termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service. 1 7 4. EXERCISE OF OPTION. You may exercise your Option by providing: (a) a written notice of intent to exercise to [__________] at the address and in the form specified by the Committee from time to time; and (b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for such Shares can be made in cash, Company common stock ("stock swap"), a combination of cash and Company common stock or by means of "cashless exercise" (if permitted by the Committee). 5. BENEFICIARY DESIGNATION. You may, in the manner determined by the Committee, designate a beneficiary to exercise your rights under the 2008 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2008 Plan is subject to all terms and conditions of this Award Agreement and the 2008 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment will be made to your estate. You may change or revoke a beneficiary designation at any time, provided the change or revocation is filed with the Company. 6. WITHHOLDING. (A) EXERCISE OF INCENTIVE STOCK OPTION: There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option (SEE INCENTIVE STOCK OPTION HOLDING PERIOD), although the excess, if any, of the Fair Market Value of the shares of Common Stock on the date of exercise over the Exercise Price will be treated as income for alternative minimum tax ("AMT") purposes and may subject you to AMT in the year of exercise. PLEASE CHECK WITH YOUR TAX ADVISOR. (B) DISQUALIFYING DISPOSITION: In the event of a disqualifying disposition (described below), you may be required to pay CNB Financial Corp. or its Affiliates (based on the federal and state regulations in place at the time of exercise) an amount sufficient to satisfy all federal, state and local tax withholding. (C) INCENTIVE STOCK OPTION HOLDING PERIOD: In order to receive Incentive Stock Option tax treatment under Section 422 of the Code, you may not dispose of Shares acquired under an Incentive Stock Option Award (i) for two (2) years from the Date of Grant and (ii) for one (1) year after the date you exercise your Incentive Stock Option. YOU MUST NOTIFY THE COMPANY WITHIN TEN (10) DAYS OF AN EARLY DISPOSITION OF COMMON STOCK (I.E., A "DISQUALIFYING DISPOSITION"). 2 8 7. LIMITATION OF RIGHTS. This Option does not confer on you or your beneficiary any rights as a shareholder of the Company unless and until Shares are in fact issued in connection with the Option exercise. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your service at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate. 8. STOCK RESERVE. The Company shall, at all times during the term of this Award Agreement, reserve and keep available a sufficient number of Shares to satisfy the requirements of this Award Agreement. 9. RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or hypothecate your rights or interests in this Option to or in favor of any party other than the Company or an Affiliate, and the Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer the Option, other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code, if such Section applied to an Option under the 2008 Plan. Only you or a permitted transferee may exercise the Option during your lifetime. 10. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008 Plan and the provisions of this Award Agreement, the provisions of the 2008 Plan will control. 11. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 12. SEVERABILITY. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in the Award Agreement. 13. NOTICE. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: CNB Financial Corp. 33 Waldo Street Worcester, MA 01613-0830 Attn: Compensation Committee or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, then currently on file with the Company, or to any other address that you provide in a written notice to the Company. 3 9 FORM OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT FOR THE CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN This Award Agreement is provided to _______________ (the "Participant") by CNB Financial Corp. (the "Company") as of _________ (the "Grant Date"), the date the Compensation Committee of the Board of Directors (the "Committee") granted the Participant the right and option to purchase Shares pursuant to the CNB Financial Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and conditions of the 2008 Plan and this Award Agreement: 1. OPTION GRANT: You have been granted a NON-STATUTORY STOCK OPTION (referred to in this Agreement as your "Option"). Your Option is NOT intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended. 2. NUMBER OF SHARES SUBJECT TO YOUR OPTION: ________ shares of Common Stock ("Shares"), subject to adjustment as may be necessary pursuant to Article 10 of the 2008 Plan. 3. GRANT DATE: ________ 4. EXERCISE PRICE: You may purchase Shares covered by your Option at a price of $______ per share. Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule: Continuous Status as a Participant Percentage of Number of Shares after Grant Date Option Vested Available for Exercise Vesting Date IN WITNESS WHEREOF, CNB Financial Corp., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above. CNB FINANCIAL CORP. By: --------------------------------------- On behalf of the Compensation Committee ACCEPTED BY PARTICIPANT: - --------------------------- [Name] - --------------------------- Date 10 TERMS AND CONDITIONS 1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan. 2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control (as defined in the 2008 Plan). 3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances: (a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability. (b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability. (c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2008 Plan) may exercise your Option. (d) At the end of the remaining original term of the Option if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant you held prior to such termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service. 4. EXERCISE OF OPTION. You may exercise your Option by providing: (a) a written notice of intent to exercise to [__________] at the address and in the form specified by the Committee from time to time; and 1 11 (b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, Company common stock ("stock swap"), a combination of cash and Company common stock or by means of a cashless exercise (if permitted by the Committee). 5. BENEFICIARY DESIGNATION. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the 2008 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2008 Plan is subject to all terms and conditions of this Award Agreement and the 2008 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company. 6. WITHHOLDING. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (I.E., FICA and FUTA). OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND ARE NOT SUBJECT TO TAX WITHHOLDING. 7. LIMITATION OF RIGHTS. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate. 8. RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2008 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime. 9. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2008 Plan. In the event of any actual or alleged conflict between the provisions of the 2008 Plan and the provisions of this Award Agreement, the provisions of the 2008 Plan will control. 10. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2008 Plan. 11. SEVERABILITY. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement. 2 12 12. NOTICE. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: CNB Financial Corp. 33 Waldo Street Worcester, MA 01613-0830 Attn: Compensation Committee or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company. 13. STOCK RESERVE. The Company shall at all times during the term of this Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Agreement. 3 EX-23.1 4 cnbfinancialexb231july30-08.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------- The Board of Directors CNB Financial Corp.: We consent to the incorporation by reference in the registration statement on Form S-8 of CNB Financial Corp. of our report dated March 22, 2007, with respect to the consolidated balance sheet of CNB Financial Corp. and subsidiary as of December 31, 2006, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, which report appears in the December 31, 2007 Annual Report on Form 10-KSB of CNB Financial Corp. Our report includes a paragraph that refers to the adoption of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment," effective January 1, 2006. /s/ KPMG LLP Boston, Massachusetts August 7, 2008 EX-23.2 5 cnbfinancialexb232july30-08.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM --------------------------------------------------------- We consent to the incorporation by reference in CNB Financial Corp.'s Registration Statement on Form S-8 of our report dated March 5, 2008 relating to our audit of the consolidated financial statements of CNB Financial Corp. and subsidiary as of and for the year ended December 31, 2007, which report appears in the December 31, 2007 Annual Report on form 10-KSB of CNB Financial Corp. /s/ Wolf & Company, P.C. Boston, Massachusetts August 7, 2008 -----END PRIVACY-ENHANCED MESSAGE-----