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