Exhibit 10.4
EXECUTIVE EMPLOYMENT
CONTRACT
MADE this 17th day of November 2008,
by and between CNB BANK , a state banking institution, with
principal office at One South Second Street, P.O. Box 42,
Clearfield, Pennsylvania, 16830, (hereinafter
“CNB”);
AND
RICHARD L. SLOPPY
, an adult individual, residing at
309 West Market Street, Clearfield, Pennsylvania, 16830,
(hereinafter “MR. SLOPPY”).
WHEREAS, MR. SLOPPY has been
employed by CNB as a Executive Vice-President for some time;
and,
WHEREAS, the parties desire to
memorialize the terms and conditions of their relationship in
writing and to provide themselves with the additional benefits,
certainty and security of a formal contract.
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. SLOPPY as its Executive Vice-President, and MR.
SLOPPY agrees to serve in that capacities. MR. SLOPPY promises that
during the term of this Agreement he shall dedicate his full time,
attention and energies to his employment with CNB. MR. SLOPPY
further promises that he will report to CNB’s
President & CEO, carry out his and the Board of
Directors’ decisions and otherwise abide by and enforce the
policies of CNB.
MR. SLOPPY 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. SLOPPY will not engage in any
other employment during the term of this Agreement, nor shall he
engage in self-employed activities.
MR. SLOPPY also recognizes that
CNB’s success and recognition depend on his involvement with
charitable and social organizations. In this regard, MR. SLOPPY
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. SLOPPY shall also comply with
all other CNB procedures and polices now or hereafter in
effect.
MR. SLOPPY 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 one
(1) year commencing January 1, 2009, and ending on
December 31, 2009, unless terminated sooner pursuant to the
other provisions of this Agreement.
The parties agree that this contract
shall automatically renew itself for successive terms of one
(1) year unless either party gives the other ninety
(90) days written notice of his or its intent not to renew the
contract prior to the end of the then current term.
3.
COMPENSATION : MR. SLOPPY shall be paid a base salary to be
established annually by the Board of Directors. MR. SLOPPY 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 also provide MR. SLOPPY
with a family membership at the Clearfield-Curwensville Country
Club.
4.
OTHER BENEFITS : MR. SLOPPY 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. SLOPPY 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. SLOPPY acknowledges and
agrees that as an inducement to CNB to employ 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
President & CEO 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. SLOPPY’S duties.
Confidential Information shall
include but not be limited to 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. SLOPPY promises that he shall promptly return
to CNB or its designated representative any Confidential
Information, keys, credit cards, or other property, in his
possession.
MR. SLOPPY 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. SLOPPY 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, member, investor, 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, consumer discount company, 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) year
