EXHIBIT 10(A)
CNB FINANCIAL CORPORATION
Form 10-K For The Year Ended December 31, 2002
Material Contracts
EXECUTIVE EMPLOYMENT CONTRACT
MADE this _____ day of August 2001, by and between CNB FINANCIAL
CORPORATION, a Pennsylvania business corporation and COUNTY NATIONAL BANK, a
national banking institution, with principal office at One South Second Street,
P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred
to as "CNB");
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WILLIAM F. FALGER, an adult individual, residing 112 Latimer Street,
Clearfield, Pennsylvania, 16830, (hereinafter "MR. FALGER").
WHEREAS, MR. FALGER has been employed by CNB as a Senior Executive for
some time; and
WHEREAS, MR. FALGER currently serves as CNB Financial Corporation's
President and CEO and President and CEO of CNB; and
WHEREAS, the parties desire to memorialize their contractual relation in
writing.
NOW WITNESSETH:
The parties for themselves, their heirs, successors and assigns, in
consideration of their mutual promises contained herein, intending to be legally
bound, hereby agree to the following terms and conditions.
1. EMPLOYMENT: CNB will employ MR. FALGER as its President and CEO, and
MR. FALGER agrees to serve in those capacities. MR. FALGER promises that during
the term of this Agreement he shall dedicate his full time, attention and
energies to his employment with CNB. MR. FALGER further promises that he will
report to CNB's Board of Directors, carry out its decisions and otherwise abide
by and enforce the policies of CNB.
MR. FALGER shall also perform such other reasonable duties as may
hereafter be assigned to him by CNB consistent with his abilities and position,
including but not limited to services to CNB's parent CNB Financial Corporation
and its other subsidiaries.
MR. FALGER will not engage in any other employment during the term of this
Agreement, nor shall he engage in self-employed activities.
MR. FALGER also recognizes that CNB's success and recognition depend on
his involvement with charitable and social organizations. In this regard, MR.
FALGER agrees to engage in such social and charitable activities or
organizations as are consistent with his personal responsibilities and with his
position with CNB.
MR. FALGER shall also comply with all other CNB procedures and polices now
or hereafter in effect.
MR. FALGER further agrees that he and the members of his family shall
comport themselves at all times in a manner that reflects upon CNB in a positive
fashion.
2. TERM: The term of this Agreement shall be for three (3) years
commencing on January 1, 2001, and ending on December 31, 2003, unless
terminated sooner pursuant to the other provisions of this Agreement.
CNB, at its option, may extend this contract for additional terms of one
(1) year by giving written notice of its intent within thirty (30) days of each
annual anniversary of this agreement. MR. FALGER will then have thirty (30) days
to accept or reject said extension in writing.
3. COMPENSATION: MR. FALGER shall be paid a base salary to be
established annually by the Board of Directors. MR. FALGER shall also receive
such annual increases, stock, stock options and bonuses as may from time to time
be awarded by the Board of Directors.
CNB will provide MR. FALGER with a vehicle. CNB will pay for gasoline,
lubricants, maintenance, insurance and all other expenses associated with this
vehicle.
CNB will also provide MR. FALGER with a family membership at the
Clearfield-Curwensville Country Club.
4. OTHER BENEFITS: MR. FALGER shall also participate in CNB's
retirement plan, health insurance plan, life insurance plan and receive such
other benefits as CNB from time to time may provide to its employees.
MR. FALGER shall also be entitled to vacation, leave for illness and so
forth as now or hereafter granted by CNB's personnel policies.
5. CONFIDENTIAL INFORMATION: MR. FALGER acknowledges and agrees that as
an inducement to CNB to employ him and enter this written contract with him,
that he shall not disclose, directly or indirectly, intentionally or
unintentionally, during the term of this contract or at any time after its
termination, any of CNB's proprietary information, account information, customer
lists, customer information, policies, pricing, strategy, codes, strategic plan,
plans for expansion or business development or other information of a
confidential nature (hereinafter referred to as "Confidential Information"),
whatsoever regarding CNB without first obtaining the prior, written consent from
CNB's Board of Directors that such disclosure is authorized. Communications with
CNB's employees, customers and business relations are excepted from the
foregoing prohibition during the term of this Agreement to the extent that such
communications are consistent with MR. FALGER's duties.
Confidential Information shall include all information recorded,
memorialized or communicated in any form whether written, printed, verbal,
video, electronic, magnetic, digital or otherwise.
Upon termination of this contract for any reason, MR. FALGER promises that
he shall promptly return to CNB or its designated representative any
Confidential Information, keys, credit cards, or other property, such as his
vehicle, in his possession.
MR. FALGER further promises that he will not take, keep, or record copies,
duplications or reproductions of the Confidential Information or other property
subject to this Agreement after termination of this Agreement.
6. COVENANT NOT TO COMPETE: As additional consideration to CNB for
entering this Agreement, and for granting the severance benefits described in
paragraph 7 below which are a new benefit, MR. FALGER covenants that he shall
not compete against CNB, its parent, affiliates or subsidiaries, either directly
or indirectly, by taking employment, gratuitously assisting or serving as an
independent contractor, consultant, partner, director or officer with a
competitor of CNB, or starting his own business which would compete directly or
indirectly with CNB, or have a material interest in any business, corporation,
partnership, LLC, savings and loan, bank or other venture which competes
directly or indirectly with CNB either while he is employed by CNB or for a
period of three (3) years following the date on which MR. FALGER is last
employed by CNB. For the purpose of defining and enforcing this covenant, CNB's
competitors will be identified at the time it seeks enforcement of this
covenant. This determination shall be based on CNB's market area and CNB's plans
for expansion or acquisition into other market areas at the time enforcement of
this covenant is sought.
The parties also agree that indirect competition shall include the
instances stated above but involving MR. FALGER's spouse, child or in-laws.
The parties further agree that MR. FALGER's covenant not to compete shall
apply in the event of his regular retirement or voluntary termination of his
employment hereunder. MR. FALGER agrees in this regard that the security
provided by this agreement is adequate consideration for his covenant not to
compete.
7. SEVERANCE PAY: If MR. FALGER's employment is terminated without
cause, whether or not a change in control of CNB has occurred, MR. FALGER shall
be entitled to severance benefits equal to 2.99 times his base salary for the
year in which his employment ends plus 1.5 times the average of Mr. Falger's
incentive pay bonuses for the three (3) years preceding the year in which his
employment is terminated hereunder. This severance pay shall be tendered to MR.
FALGER in cash within 30 days following the end of his employment with CNB. MR.
FALGER shall also be entitled to this severance pay if he voluntarily terminates
his employment with CNB after a change in control for any of the following
reasons:
A. Reduction in title or responsibilities;
B. Assignment of duties or responsibilities inconsistent with MR.
FALGER's status as President and CEO;
C. A reduction in salary or other benefits; and, or,
D. Reassignment to a location greater than 25 miles from the
location of MR. FALGER's office on the date of change and
control.
For the purposes of this Agreement, a "change in control" shall include
but not be limited to the following:
1. Sale of all or substantially all of CNB's or CNB Financial
Corporation's stock;
2. Sale of all or substantially all of CNB's or CNB Financial
Corporation's assets;
3. Acquisition by a third party or group acting in concert of
stock sufficient to elect a majority of directors to the Board
of CNB or CNB FinancialCorporation; or,
4. Ownership of more than 50% of CNB Financial Corporation stock
by a single person or entity or more than one person or entity
acting as a group.
8. TERMINATION: This Agreement may be terminated on the occurrence of
any of the following events and if terminated under this paragraph, MR. FALGER
shall not be entitled to severance benefits under Paragraph 7:
A. The execution of a written agreement between CNB and MR.
FALGER to terminate this Agreement;
B. MR.FALGER's death;
C. MR.FALGER's breach of any term or condition of this Agreement;
D. MR.FALGER's failure or refusal to comply with such reasonable
policies, directions, standards and regulations that CNB may
establish from time to time;
E. MR.FALGER's inability to fully and competently perform his
duties hereunder for a period of 180 continuous days due to
physical, mental or psychological illness, injury or
condition; or,
F. MR. FALGER ceases to qualify for his offices and
responsibilities under this Agreement pursuant to any statute
or regulation, now or hereafter issued by the United States of
America, the Federal Reserve, the Office of the Comptroller of
Currency or other regulatory agency or body duly invested with
authority over CNB, its parent or affiliate(s).
9. NOTICES: All notices or communications required by or bearing upon
this Agreement or between the parties shall be in writing and sent by First
Class Mail to the parties as follows unless otherwise specified above:
CNB Financial Corporation William F. Falger
County National Bank 112 Latimer Street
Attention: Chairman of the Board Clearfield, PA 16830
One South Second Street, P.O. Box 42
Clearfield, PA 16830
10. NON-ASSIGNMENT: The parties acknowledge the unique nature of
services to be provided by MR. FALGER under this Agreement, the high degree of
responsibility borne by him and the personal nature of his relationship to CNB's
Board of Directors and customers. Therefore, the parties agree that MR. FALGER
may not assign this Agreement.
11. ARBITRATION: The parties agree that all disputes or questions
arising under this Agreement or because of their employment relationship shall
be submitted to arbitration by three (3) arbitrators. Each party shall select
one (1) arbitrator, and then those two (2) arbitrators shall select a third (3)
arbitrator. The arbitrators' decision need not be unanimous. Arbitration shall
be conducted at a private location in Clearfield County convenient to the
parties. The arbitrators must reach and give notice of their decision within
five (5) days after completion of an arbitration. The Pennsylvania Uniform
Arbitration Act, 42 Pa.C.S.A. Sections 7301 et sec. shall govern arbitrations
hereunder. CNB shall compensate the arbitrators and stenographer if used. CNB
shall also pay for the arbitration room. Each party shall pay their attorney
fees and other costs.
12. GENERAL PROVISIONS:
A. This Agreement shall be governed by the laws of Pennsylvania;
B. In construing or interpreting this Agreement, "CNB" and "MR.
FALGER" shall mean, wherever applicable, the singular or
plural, the masculine or the feminine, individual,
individuals, partnership or corporation, as the case may be;
C. This Agreement represents the sole agreement of the parties on
these subjects and supersedes all prior communications,
representations and negotiations, whether oral or written;
D. This Agreement can only be modified or amended by the prior
written consent of both parties hereto;
E. Jurisdiction and venue shall rest in the Court of Common Pleas
of Clearfield, Pennsylvania, for all suits, claims and causes
of action whatsoever;
F. Failure by either party to pursue remedies or assert rights
under this Agreement shall not be construed as waiver of that
party's rights or remedies, nor shall a party's failure to
demand strict compliance with the terms and conditions of this
Agreement prohibit or estop that party from insisting upon
strict compliance in the future; and
G. The parties deem that the terms of this Agreement are unique,
and in addition to their other rights and remedies at law, and
at equity, either party shall have the right to specifically
enforce the terms of this Agreement.
H. This Agreement shall bind the parties' heirs, successors,
representatives, related corporations and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
written above for the purposes herein contained.
CNB FINANCIAL CORPORATION MR. FALGER
By:
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President William F. Falger
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Secretary
COUNTY NATIONAL BANK
BY:
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President
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Secretary