<PAGE> 1
EXHIBIT 10.2: FORM OF AWARD AGREEMENTS
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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 pe
