EXHIBIT 10(iii)-1
CNB FINANCIAL
CORPORATION
Form 10-K For The Year Ended December 31,
2005
Material Contracts
EXECUTIVE EMPLOYMENT
CONTRACT
MADE this 1st day of January 2005,
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”);
A N D
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 first entered a
written Executive Employment Contract on August
, 2001 which has subsequently been
renewed; and,
WHEREAS, the parties wish to amend
certain provisions therein; and,
WHEREAS, the parties desire to
memorialize their new 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, 2004, unless
terminated sooner pursuant to the other provisions of this
Agreement.
The parties agree that this contract
shall automatically renew itself for success of 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. 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 an
