EXHIBIT 10(iii)-2
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”);
AND
JOSEPH B. BOWER, JR.
, an adult individual, residing at
738 Weaver Street, Clearfield, Pennsylvania, 16830, (hereinafter
“MR. BOWER”).
WHEREAS, MR. BOWER has been employed
by CNB as a Senior Executive for some time; and,
WHEREAS, MR. BOWER currently serves
as CNB Financial Corporation’s Secretary and Treasurer and as
the Executive Vice President & Cashier and Chief Operating
Officer 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. BOWER as its Secretary and Treasurer and Executive Vice
President & Cashier and Chief Operating Officer, and MR.
BOWER agrees to serve in those capacities. MR. BOWER promises that
during the term of this Agreement he shall dedicate his full time,
attention and energies to his employment with CNB. MR. BOWER
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. BOWER 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. BOWER will not engage in any
other employment during the term of this Agreement, nor shall he
engage in self-employed activities.
MR. BOWER also recognizes that
CNB’s success and recognition depend on his involvement with
charitable and social organizations. In this regard, MR. BOWER
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. BOWER shall also comply with all
other CNB procedures and polices now or hereafter in
effect.
MR. BOWER 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 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. BOWER
shall be paid a base salary to be established annually by the Board
of Directors. MR. BOWER 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. BOWER with
a family membership at the Clearfield-Curwensville Country
Club.
4. OTHER BENEFITS : MR. BOWER
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. BOWER 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. BOWER 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
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. BOWER’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. BOWER promises that he shall promptly return to
CNB or its designated representative any Confidential
Info
