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10.2 FORM OF AWARD AGREEMENTS
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CNB FINANCIAL CORP.
AMENDED AND RESTATED STOCK OPTION PLAN
FORM OF
INCENTIVE
STOCK OPTION AWARD AGREEMENT
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AGREEMENT by and between CNB Financial Corp. ("Company") and
[________]
(the "Optionee"), dated as of the ___ day of ________, 200_.
WHEREAS, the Company
maintains the CNB Financial Corp. Amended and
Restated Plan (the "Plan") (capitalized terms used but not defined
herein shall
have the respective meanings ascribed thereto by the Plan);
WHEREAS, the Committee has determined that it is in the best
interests
of the Company and its shareholders to grant a stock option to the
Optionee
subject to the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of Stock Option.
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The Company hereby grants the Optionee an option (the "Option")
to
purchase _______ shares of Company common stock ("Common Stock"),
subject to the
following terms and conditions and subject to the provisions of the
Plan. The
Plan is hereby incorporated herein by reference as though set forth
herein in
its entirety.
The Option shall be an "incentive stock option" under Section 422
of
the Code. The Optionee (or, if applicable, the Successors of the
Optionee) shall
notify the Company promptly (and in no event more than five days)
after any
failure to meet the holding period requirement under Section 422(a)
of the Code
applicable to Shares received upon the exercise of the Option.
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2. Option Price.
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The Option Price per Share shall be $_____.
3. Initial Exercisability.
----------------------
Subject to Paragraph 7 below, the Option, to the extent that there
has
been no termination of the Optionee's employment and the Option has
not
otherwise expired or been forfeited, shall first become exercisable
as follows:
For the Period Ending
Percent of the Grant
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Exercisable
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First Anniversary of
the date of Grant
25%
Second
Anniversary of
the date of Grant
50%
Third Anniversary of
the date of Grant
75%
Fourth Anniversary of
the date of Grant
100%
4. Exercisability Upon and After Termination of Optionee.
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(a) If the Optionee's employment with the Company or its affiliates
is
terminated other than by termination by the Optionee or termination
by the
Company or its affiliates for Cause (and including by reason of
death,
Retirement or Disability), no exercise of the Option may occur
after the
expiration of the 90-day period to follow the termination, or if
earlier, the
expiration of the term of the Option as provided under Paragraph 7
below.
(b) Notwithstanding any other provision of this Agreement, if (i)
the
Optionee's employment is terminated by the Company or its
affiliates for Cause
or (ii) the Optionee voluntarily terminates employment with the
Company or its
affiliates (other than on account
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of death, Retirement or Disability) the Option, to the extent then
unexercised,
shall thereupon cease to be exercisable and shall be forfeited
forthwith.
(c) If the Optionee commences or continues service as a director or
key
consultant of the Company or an affiliate upon termination of
employment, such
continued service shall, if the Committee in its discretion so
consents, be
treated as continued employment hereunder.
(d) No Option (or portion thereof) which had not become exercisable
at
the time of cessation of employment shall ever be or become
exercisable. No
provision of this Paragraph 4 is intended to or shall permit the
exercise of the
Option to the extent the Option was not exercisable upon cessation
of
employment.
5. Restrictions and Conditions.
---------------------------
(a) The Shares of Common Stock issued upon exercise of the Option
(the
"Optioned Shares") shall be subject to the following restrictions
and
conditions:
(i) Subject to the other provisions of this Agreement, during
the
period commencing on the date of exercise of the Option or any part
thereof and
ending on the first day on which the Common Stock is registered
under the
Securities Act of 1933, as amended (the "Act"), if applicable, the
Optionee
shall not, voluntarily or involuntarily sell, transfer, pledge,
anticipate,
alienate, encumber or assign any Optioned Shares (except by will or
the laws of
descent and distribution of the state wherein the Optionee is
domiciled at the
time of his death), other than to the Bank, nor may any Optioned
Shares be
attached or garnished.
(ii) Except as provided in the foregoing clause (i), the Optionee
shall
have, in respect of the Optioned Shares, all of the rights of a
stockholder of
the Company.
(b) If the Optionee's employment with the Company or an
affiliate
terminates after the Optionee's exercise of the Option, until
Shares are
registered under the Act the Company
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shall be entitled, but not obligated, within 90 days of such
termination, to
purchase from the Optionee all or a portion of the Optionee's
Shares acquired
pursuant to the exercise of an Option for an amount equal to the
Fair Market
Value of such Optioned Shares. For the purposes of this Paragraph
5(c), the
"Fair Market Value" of the Shares shall be as reasonably determined
by the
Company in its sole discretion.
6. Tax Obligations.
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As a condition to the grant and continued holding of Optioned
Shares,
the Optionee shall pay to the Company within 90 days of any income
recognition
event all amounts that the Company deems necessary, to satisfy the
Company's
obligation to withhold federal, state or local income or other
taxes incurred
with respect to Optioned Shares, determined in accordance with the
Internal
Revenue Code of 1986, as amended. The failure of the Optionee to
satisfy such
requirements shall cause all of the Optionee's rights with respect
to the
Optioned Shares to be terminated, and the Optioned Shares and this
Agreement
shall be void and of no effect. In addition, to the extent the
Optionee fails to
satisfy any such withholding obligation in connection with the
grant, holding or
transfer of Optioned Shares (including in connection with any
election with
respect to such Optioned Shares), and such failure causes the
Company to incur
any fine, penalty, fee, cost, additional tax or other obligation,
the Optionee
shall indemnify and promptly pay the Company for all such costs and
obligations.
The Optionee hereby acknowledges that the tax treatment with
respect to the
Optioned Shares is complex, and the Optionee has relied exclusively
on his
advisors, and not the Company or its advisors, regarding such
matters.
7. Term.
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Unless earlier forfeited, the Option shall, notwithstanding any
other
provision of this Agreement, expire in its entirety upon the tenth
anniversary
of the date hereof. The Option shall
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also expire and be forfeited at such times and in such
circumstances as
otherwise provided hereunder or under the Plan.
8. Miscellaneous.
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(a) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF
MASSACHUSETTS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
The captions
of this Agreement are not part of the provisions hereof and shall
have no force
or effect. This Agreement may not be amended or modified except by
a written
agreement executed by the parties hereto or their respective
successors and
legal representatives. The invalidity or unenforceability of any
provision of
this Agreement shall not affect the validity or enforceability of
any other
provision of this Agreement.
(b) The Committee may make such rules and regulations and
establish
such procedures for the administration of this Agreement as it
deems
appropriate. Without limiting the generality of the foregoing, the
Committee may
interpret this Agreement, with such interpretations to be
conclusive and binding
on all persons and otherwise accorded the maximum deference
permitted by law. In
the event of any dispute or disagreement as to the interpr
