CNB FINANCIAL CORPORATION (a Pennsylvania corporation) 2,100,000 Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series A Fixed- Rate Non-Cumulative Perpetual Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2020 • CNB Financial Corp/Pa • State commercial banks • New York
SUBORDINATED NOTE PURCHASE AGREEMENTSubordinated Note Purchase Agreement • June 3rd, 2021 • CNB Financial Corp/Pa • State commercial banks • New York
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 3, 2021, and is made by and among CNB Financial Corporation, a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
DEPOSIT AGREEMENT among CNB FINANCIAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 25, 2020Deposit Agreement • August 25th, 2020 • CNB Financial Corp/Pa • State commercial banks • New York
DEPOSIT AGREEMENT dated as of August 25, 2020, by and among (i) CNB Financial Corporation, a Pennsylvania corporation, (ii) American Stock Transfer & Trust Company, LLC, a limited liability trust company organized under the laws of the State of New York, as Depositary, and (iii) the Holders from time to time of the Receipts described herein.
2,926,829 Shares1 CNB FINANCIAL CORPORATION Common Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2010 • CNB Financial Corp/Pa • State commercial banks • New York
CNB Financial Corporation, a Pennsylvania corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 2,926,829 shares of the Issuer’s Common Stock, no par value (the “Firm Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell, at the Underwriters’ option, an aggregate of up to 439,024 additional shares of the Issuer’s Common Stock (the “Option Shares”) as set forth below.
SETTLEMENT AGREEMENTSettlement Agreement • July 17th, 2013 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Settlement Agreement (the “Agreement”) is entered into as of March 26, 2013 by and among Jeffrey A. Wise (the “Executive”), CNB Financial Corporation, a Pennsylvania corporation (“Buyer”), FC Banc Corp., a bank holding company (“Seller”), and The Farmers Citizens Bank, a wholly-owned subsidiary of Seller (“Seller Bank”).
Material Contracts A lease agreement was entered into between CNB Financial Corporation's wholly owned subsidiary County National Bank and a director of both entities. This lease is discussed in the notes to the consolidated financial statements on...CNB Financial Corp/Pa • March 27th, 2001 • State commercial banks
A lease agreement was entered into between CNB Financial Corporation's wholly owned subsidiary County National Bank and a director of both entities. This lease is discussed in the notes to the consolidated financial statements on page 17. These financial statements are incorporated herein by reference from the Annual Shareholder's Report for the year ended December 31, 2000.
CNB FINANCIAL CORPORATION (a Pennsylvania corporation) Common Stock, no par value UNDERWRITING AGREEMENTCNB Financial Corp/Pa • September 21st, 2022 • State commercial banks • New York
Executive Employment AgreementExecutive Employment Agreement • September 3rd, 2021 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Executive Employment Agreement (Agreement) is entered into by Martin T. Griffith, an individual (Mr. Griffith or Executive), and CNB Financial Corporation, a Pennsylvania corporation, and CNB Bank, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, and their respective affiliates, subsidiaries, successors, and assigns (collectively CNB or Bank) on the last date set forth in the signature block below (effective date).
EMPLOYMENT CONTRACTEmployment Contract • July 17th, 2013 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
THIS EMPLOYMENT CONTRACT (the “Agreement”) is made by and between CNB FINANCIAL CORPORATION, a Pennsylvania business corporation, CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with its principal office at One South Second Street, P.O. Box 42, Clearfield, Pennsylvania 16830 (hereinafter collectively referred to as “CNB”), and LOUIS J. TORCHIO, an adult individual, residing at 7120 Deacon Court, Dublin, Ohio 43017 (hereinafter the “Officer”), to be effective as of the Effective Date (as defined below).
CNB FINANCIAL CORPORATION Form 10-K For The Year Ended December 31, 2004 Material Contracts EXECUTIVE EMPLOYMENT CONTRACTEmployment Contract • March 15th, 2005 • CNB Financial Corp/Pa • State commercial banks
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”);
EXHIBIT 10(B)CNB Financial Corp/Pa • March 28th, 2003 • State commercial banks
CNB FINANCIAL CORPORATION Up to $40,000,000 of Common Stock, no par value At Market Issuance Sales AgreementCNB Financial Corp/Pa • November 13th, 2019 • State commercial banks • New York
CNB Financial Corporation, a Pennsylvania corporation (the “Company”), confirms its agreement (this “Agreement”) with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Distribution Agent”) as follows:
SETTLEMENT AGREEMENTSettlement Agreement • July 17th, 2013 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Settlement Agreement (the “Agreement”) is entered into as of March 26, 2013 by and among W. Eugene Spurbeck (the “Executive”), CNB Financial Corporation, a Pennsylvania corporation (“Buyer”), FC Banc Corp., a bank holding company (“Seller”), and The Farmers Citizens Bank, a wholly-owned subsidiary of Seller (“Seller Bank”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2016 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 23, 2016, by and among CNB Financial Corporation, a Pennsylvania corporation (“CNB”), CNB Bank, a Pennsylvania-chartered bank and wholly owned subsidiary of CNB (“CNB Bank” and together with CNB, “Buyer”) and Lake National Bank, a federally-chartered national bank (“LNB”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 18th, 2019 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2019 (this “Agreement”), by and between CNB Financial Corporation, a Pennsylvania corporation (“CNB”), CNB Bank, a Pennsylvania-chartered nonmember bank (“CNB Bank”) and Bank of Akron, a New York-chartered nonmember bank (the “Company”).
Material Contracts A lease agreement was entered into between CNB Financial Corporation's wholly owned subsidiary County National Bank and a director of both entities. This lease is discussed in the notes to the consolidated financial statements on...CNB Financial Corp/Pa • March 17th, 1998 • State commercial banks
A lease agreement was entered into between CNB Financial Corporation's wholly owned subsidiary County National Bank and a director of both entities. This lease is discussed in the notes to the consolidated financial statements on page 15. These financial statements are incorporated herein by reference from the Annual Shareholders' Report for the year ended December 31, 1997.
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • March 9th, 2012 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
MADE this 3 day of January 2012, by and between CNB FINANCIAL CORPORATION, a Pennsylvania business corporation and CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with principal office at One South Second Street, P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred to as “CNB”);
SETTLEMENT AGREEMENTSettlement Agreement • July 17th, 2013 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Settlement Agreement (the “Agreement”) is entered into as of March 26, 2013 by and among David D. Dygert (the “Executive”), CNB Financial Corporation, a Pennsylvania corporation (“Buyer”), FC Banc Corp., a bank holding company (“Seller”), and The Farmers Citizens Bank, a wholly-owned subsidiary of Seller (“Seller Bank”).
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • March 9th, 2012 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
MADE this 8th day of February 2012, by and between CNB FINANCIAL CORPORATION, a Pennsylvania business corporation and CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with principal office at One South Second Street, P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred to as “CNB”);
AGREEMENT AND PLAN OF MERGER BY AND AMONG CNB FINANCIAL CORPORATION, CNB BANK AND LAKE NATIONAL BANK DATED AS OF DECEMBER 29, 2015Agreement and Plan of Merger • December 30th, 2015 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This AGREEMENT AND PLAN OF MERGER, dated as of DECEMBER 29, 2015 (this “Agreement”), is entered into by and among CNB Financial Corporation, a Pennsylvania corporation (“CNB”), CNB Bank, a Pennsylvania-chartered bank and wholly owned subsidiary of CNB (“CNB Bank” and together with CNB, “Buyer”) and Lake National Bank , a federally-chartered national bank (“LNB”).
CNB FINANCIAL CORPORATION Form 10-K For The Year Ended December 31, 2004 Material Contracts EXECUTIVE EMPLOYMENT CONTRACTEmployment Contract • March 15th, 2005 • CNB Financial Corp/Pa • State commercial banks
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”);
EXECUTIVE EMPLOYMENT CONTRACTEmployment Contract • May 20th, 2016 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
MADE this 17th day of May 2016, by and between CNB FINANCIAL CORPORATION, a Pennsylvania business corporation and CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with principal office at Thirty-One South Second Street, P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred to as “CNB”);
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • March 25th, 2014 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
MADE this 24th day of March 2014, by and between CNB Financial Corporation, a Pennsylvania business corporations and CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with principal office at One South Second Street, P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred to as “CNB”);
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • March 4th, 2011 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
MADE this 6th day of December 2010, 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”);
CNB FINANCIAL CORPORATION 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Restricted Stock This Grant is an award of Stock in the number of shares set forth on the cover sheet of this Agreement, at the purchase price set forth on the cover...Plan Restricted Stock Agreement • March 3rd, 2023 • CNB Financial Corp/Pa • State commercial banks
April 4, 2022 Joseph E. Dell, Jr. State College, PA 16803 Dear Joe: The purpose of this letter (this “Letter”) is to memorialize our understanding regarding certain terms of your continued employment with CNB Bank (“CNB”). Reference is made in this...CNB Financial Corp/Pa • April 4th, 2022 • State commercial banks
You acknowledge and agree that effective as of December 31, 2021, the Prior Agreement terminated in all respects and was of no further force or effect as of such date; provided, however, that Section 6 (Covenant Not to Compete) of the Prior Agreement did not terminate as of December 31, 2021, and it remains in full force and effect. For the avoidance of doubt, you acknowledge and agree that you remain subject to the covenants and obligations set forth in Section 6 of the Prior Agreement. Retroactive to January 1, 2022, your position with CNB is Senior Vice President, Corporate Commercial Development, reporting to the Chief Executive Officer of CNB Bank. You have and will continue to have all duties, responsibilities, and authority consistent with this position. Without limiting the generality of the foregoing, you will have the duties set forth on Exhibit A attached hereto.
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • March 13th, 2009 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
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”);
Executive Employment AgreementExecutive Employment Agreement • October 25th, 2019 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Executive Employment Agreement (Agreement) is entered into by Joseph B. Bower, Jr., an individual (Mr. Bower or Executive), and CNB Financial Corporation, a Pennsylvania corporation, and CNB Bank, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, and their respective affiliates, subsidiaries, successors, and assigns (collectively CNB or Bank) on the last date set forth in the signature block below (effective date).
CNB FINANCIAL CORPORATION Form 10-K For The Year Ended December 31, 2005 Material Contracts EXECUTIVE EMPLOYMENT CONTRACTCNB Financial Corp/Pa • March 15th, 2006 • State commercial banks
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”);
Executive Employment AgreementExecutive Employment Agreement • November 30th, 2023 • CNB Financial Corp/Pa • State commercial banks
This Executive Employment Agreement (this “Agreement”) is entered into by and among Michael D. Peduzzi, an individual (“Mr. Peduzzi” or “Executive”), CNB Financial Corporation, a Pennsylvania corporation (“Corporation”), and CNB Bank, a state banking institution organized under the laws of the Commonwealth of Pennsylvania (“Bank”), and their respective affiliates, subsidiaries, successors, and assigns (collectively with Corporation and Bank, “CNB”) on the last date set forth in the signature block below (the “Effective Date”).
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • March 7th, 2014 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
MADE this 23rd day of September, 2013, by and between CNB BANK, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, with principal office at One South Second Street, P.O. Box 42, Clearfield, Pennsylvania, 16830, (hereinafter collectively referred to as “CNB”):
Executive Employment AgreementExecutive Employment Agreement • April 25th, 2022 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Executive Employment Agreement (this “Agreement”) is entered into by Michael Peduzzi, an individual (“Mr. Peduzzi” or “Executive”), CNB Financial Corporation, a Pennsylvania corporation, and CNB Bank, a state banking institution organized under the laws of the Commonwealth of Pennsylvania, and their respective affiliates, subsidiaries, successors, and assigns (collectively “CNB” or “Bank”) on the last date set forth in the signature block below.
SETTLEMENT AGREEMENTSettlement Agreement • July 17th, 2013 • CNB Financial Corp/Pa • State commercial banks • Pennsylvania
This Settlement Agreement (the “Agreement”) is entered into as of March 26, 2013 by and among Louis J. Torchio (the “Executive”), CNB Financial Corporation, a Pennsylvania corporation (“Buyer”), FC Banc Corp., a bank holding company (“Seller”), and The Farmers Citizens Bank, a wholly-owned subsidiary of Seller (“Seller Bank”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 7th, 2020 • CNB Financial Corp/Pa • State commercial banks • New York
This VOTING AGREEMENT (this “Agreement”) is dated as of December 18, 2019, by and between the undersigned holder (“Shareholder”) of common stock, par value $3.00 per share (“Company Common Stock”) of Bank of Akron, a New York-chartered nonmember bank (the “Company”), and CNB Financial Corp., a Pennsylvania corporation (“CNB”). All terms used herein and not defined herein shall have the meanings assigned thereto in the Merger Agreement (as defined below).
EXHIBIT 10CNB Financial Corp/Pa • March 28th, 2002 • State commercial banks
